8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the

SecuritiesExchange Act of 1934

Date of report (Date of earliest event reported): October 30, 2020

CO-DIAGNOSTICS, INC.
(Exact<br> name of small business issuer as specified in its charter)
Utah	1-38148	46-2609363
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(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	NASDAQ-CM

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 [X]

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. [  ]

Item4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

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On October 30, 2020, the Board of Directors of Co-Diagnostics, Inc. (the “Company”) and executive management determined, in consultation with the Company’s independent public accounting firm, Haynie & Company (“Haynie”), that the Company’s interim financial statements for the quarterly period ended June 30, 2020 included in the Company’s Form 10-Q for the quarterly period ended June 30, 2020 filed with the U.S. Securities and Exchange Commission (“SEC”) on August 13, 2020 (the “Original Filing”) could no longer be relied upon. Specifically, during the course of the financial statements closing process subsequent to the period ended June 30, 2020, the Company’s Chief Executive Officer and Chief Financial Officer (collectively, the “Management”) discovered that a prepayment for inventory received after June 30, 2020 was incorrectly recorded in the Original Filing as cost of revenue instead of as a prepaid expense during the quarterly period ended June 30, 2020, resulting in prepaid expenses being understated by $2,369,369 and cost of revenue being overstated by $2,369,369. The impact of correcting this error will increase the Company’s prepaid expenses and net income by $2,369,369, decrease cost of revenue by $2,369,369 and increase basic and diluted net income per common share by $0.08 as of and for the three and six months ended June 30, 2020.

The Company plans to file Amendment No. 1 on Form 10-Q/A for the quarterly period ended June 30, 2020 with SEC (the “AmendedReport”) as soon as practicable and prior to the filing of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020. The following sections in the Original Filing are expected to be revised in the Amended Report, solely as a result of, and to reflect, the restatement:

●	Part<br> I – Item 1. Financial Information
●	Part<br> I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
●	Part<br> I – Item 4. Controls and Procedures
●	Part<br> II – Item 6. Exhibits and Signatures

The Company has provided Haynie with a copy of the disclosures contained in this Form 8-K and has requested that Haynie furnish to the Company a letter addressed to the SEC stating whether Hayne agrees with the statements contained herein and, if not, stating the respects in which it does not agree. A copy of Haynie’s letter concurring with the statements contained herein is attached as Exhibit 7.1 to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

On November 2, 2020, the Company issued a press release announcing the information discussed in Item 4.02 of this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.:	Description:
7.1	Letter,<br> dated November 2, 2020, from Haynie & Company to the U.S. Securities and Exchange Commission
99.1	Press<br> Release, dated November 2, 2020

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> November 2, 2020	By:	/s/ Dwight H. Egan
	Name:	Dwight<br> H. Egan
	Title:	Chief<br> Executive Officer<br><br> <br>(Principal<br> Executive Officer)

EXHIBIT7.1

November 2, 2020

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Co-Diagnostics, Inc. (the “Company”)

Ladies and Gentlemen:

We have read the Company’s disclosure set forth in Item 4.02, “Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review” of the Company’s Current Report on Form 8-K, and are in agreement with the disclosures in the Current Report, insofar as they pertain to our firm. We have not been requested to, nor are we providing any representations related to the other disclosures included in this Form 8-K. We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

Sincerely,

/s/ Haynie & Company
Haynie<br> & Company
Salt<br> Lake City, Utah

Exhibit 99.1

Co-Diagnostics, Inc. toAmend Q2 2020 Form 10-Q to Show $0.51 Net Income per Share

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Salt Lake City,Utah – November 2, 2020 – Co-Diagnostics, Inc. (Nasdaq: CODX), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, announced today that following the discovery of an incorrectly recorded expense in the period ending June 30, 2020, Management will be amending its June 30, 2020 Form 10-Q by filing Amendment No. 1 on Form 10-Q/A with the Securities and Exchange Commission (“SEC”) to show an increase in basic and diluted net income per common share of $0.08 as of and for the three and six months ended June 30, 2020.

The increased net income per common share will be $0.51 as reflected in the amended 10-Q, which the Company plans to file prior to the filing of its Quarterly Report on Form 10-Q for Q3 2020. The information included in this announcement will be simultaneously disclosed in Form 8-K filed with the SEC.

About Co-Diagnostics, Inc.:

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Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets a new, state-of-the-art diagnostics technology. The Company’s technology is utilized for tests that are designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests to locate genetic markers for use in industries other than infectious disease and license the use of those tests to specific customers.

Forward-Looking Statements:

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This press release contains forward-looking statements. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. Forward-looking statements in this release include statements regarding the (i) use of funding proceeds, (ii) expansion of product distribution, (iii) acceleration of initiatives in liquid biopsy and SNP detection, (iv) use of the Company’s liquid biopsy tests by laboratories, (v) capital resources and runway needed to advance the Company’s products and markets, (vi) increased sales in the near-term, (vii) flexibility in managing the Company’s balance sheet, (viii) anticipation of business expansion, and (ix) benefits in research and worldwide accessibility of the CoPrimer technology and its cost-saving and scientific advantages. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances. Actual results may differ materially from those contemplated or anticipated by such forward-looking statements. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

Company Contact:	Investor Relations Contact:
Andrew Benson	Keith Pinder
Head of Investor Relations	Landon Capital
+1 801-438-1036	+1.404.995.6671
investors@codiagnostics.com	kpinder@landoncapital.net