8-K - CODX - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date of report (Date of earliest event reported): May 28, 2025

CO-DIAGNOSTICS, INC.
(Exact<br> name of small business issuer as specified in its charter)
Utah	1-38148	46-2609363
---	---	---
(State<br> or other jurisdiction of	(Commission	(IRS<br> Employer
incorporation<br> or organization)	File<br> Number)	Identification<br> Number)

2401S. Foothill Drive, Suite D, Salt Lake City, Utah 84109

(Address of principal executive offices)

(801)438-1036

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, par value $0.001 per share	CODX	The<br> Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item5.07 Submission of Matters to a Vote of Security Holders

On May 28, 2025, Co-Diagnostics, Inc. (the “Company”), held its 2025 annual meeting of shareholders at which the following matters were voted on:

ProposalNo. 1: Election of Directors. The Company’s shareholders elected for a one-year term each of the persons nominated for election as a director. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

Nominee	Votes For	Votes Withheld	Broker Non-votes
Dwight Egan	10,995,594	2,504,073	4,172,055
Eugene Durenard	11,013,209	2,486,458	4,172,055
Richard Serbin	11,015,067	2,484,600	4,172,055
James Nelson	10,285,997	3,213,670	4,172,055
Eward Murphy	10,908,878	2,590,789	4,172,055

There were no abstentions with respect to the election of directors.

ProposalNo. 2: A proposal to approve adoption of the Co-Diagnostics, Inc. 2025 Equity Incentive Plan, as described in the Proxy Statement. This proposal was adopted.

For	Against	Abstain	Broker Non-votes
10,676,931	2,761,398	61,338	4,172,055

ProposalNo. 3: A proposal to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement under “Executive Compensation.” This proposal was adopted.

For	Against	Abstain	Broker Non-votes
11,042,215	2,296,490	160,962	4,172,055

ProposalNo. 4: A proposal to ratify the Audit Committee’s appointment of Tanner LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. This proposal was ratified.

For	Against	Abstain	Broker Non-vote
16,724,962	803,028	143,732	-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CO-DIAGNOSTICS, INC.
Date:<br> May 29, 2025	By:	/s/ Brian Brown
	Name:	Brian<br> Brown
	Title:	Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)