Co-Diagnostics, Inc S-3, filed Nov 4, 2026
Co-Diagnostics, Inc. (CODX)
Co-Diagnostics registered up to 39,594,495 common shares for J.J. Astor & Co.’s resale, including conversion shares and 600,000 commitment shares tied to convertible notes. Astor funded $2.1 million initially, with another $1.0 million available; Co-Diagnostics receives no resale proceeds. AI summary
As filed with the U.S. Securities and Exchange Commission on November 4, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CO-DIAGNOSTICS, INC.
(Exact name of registrant as specified in its charter)
| Utah | 46- 2609363 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2401 S. Foothill Drive, Suite D
Salt Lake City, Utah 84109
(801) 438-1036
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dwight Egan
Chief Executive Officer
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, Utah 84109
(801) 438-1036
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Daniel P. Lyman Esq.
Joshua Erekson Esq.
Dorsey & Whitney LLP
111 South Main Street, Suite 2100
Salt Lake City, Utah 84111
Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company ☒ | |
| 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 7(a)(2)(B) of Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS |
DATED NOVEMBER 4, 2026 |
39,594,495 Shares of Common Stock Offered by the Selling Stockholder
This prospectus relates to the offer and resale by J.J. Astor & Co., a Utah corporation (“Astor”) identified in this prospectus or its donees, pledgees, assignees, transferees, distributees or other successors-in-interest (collectively, with Astor, the “Selling Stockholder”) of up to an aggregate of 39,594,495 shares (the “Shares”) of our common stock, par value $0.001 per share (the “common stock”).
On October 9, 2026, Co-Diagnostics, Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with Astor, pursuant to which Astor agreed to provide loans to the Company in an aggregate principal funding amount of up to $3.1 million. At the initial closing, the Selling Stockholder funded $2.1 million and the Company issued a senior secured convertible installment promissory note having an original principal amount of $2.835 million (the “Initial Note”). Subject to the terms and conditions of the Loan Agreement, the Company may borrow an additional $1.0 million and issue an additional senior secured convertible installment promissory note having an original principal amount of $1.35 million (the “Additional Note” and, together with the Initial Note, the “Notes”). In connection with the transaction, the Company also issued 600,000 shares of common stock to the Astor as commitment shares (the “Commitment Shares”).
The Shares represent 200% of the sum of the maximum number of shares issuable upon conversion of the Notes, the Commitment Shares and any applicable make-whole shares. We will not receive any proceeds from the resale of the Shares by the Selling Stockholder.
The Shares covered by this prospectus consist of shares of common stock issued or issuable upon conversion of the Notes, including any applicable make-whole shares, and shares of common stock issued as Commitment Shares in connection with the Notes.
Sales of the Shares by the Selling Stockholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Selling Stockholder may sell Shares from time to time to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholder, the purchasers of the Shares, or both. The Selling Stockholder will receive all of the net proceeds from the sale of the Shares in this offering. This prospectus does not necessarily mean that the Selling Stockholder will offer or sell the Shares. The Selling Stockholder may sell any, all or none of the Shares and we do not know when or in what amount the Selling Stockholder may sell the Shares hereunder following the effective date of the registration statement of which this prospectus forms a part.
We are paying the cost of registering the Shares of common stock covered by this prospectus as well as various related expenses. The Selling Stockholder is responsible for all broker or similar commissions related to the offer and sale of its Shares. See the section titled “Plan of Distribution” on page 15 for more information about how the Selling Stockholder may sell or dispose of its Shares.
Our common stock is listed on The Nasdaq Capital Market under the symbol “CODX.” On November 3, 2026, the last reported sale price for our common stock was $0.38 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision.
We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings.
You should carefully read this prospectus, together with the documents we incorporate by reference, before you invest in the Shares.
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” ON PAGE 6 AND CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING PROSPECTUS AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026
TABLE OF CONTENTS
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In this prospectus, unless otherwise stated or unless the context otherwise requires, all references to “Co-Dx,” “we,” “us,” “our,” “our company,” or “the Company” in this prospectus refer collectively to Co-Diagnostics, Inc., a Utah corporation, and its subsidiaries.
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”). Under this registration statement, the Selling Stockholder may sell from time to time in one or more offerings the common stock described in this prospectus. We will not receive any proceeds from the sale of common stock by the Selling Stockholder pursuant to this prospectus.
This prospectus may be supplemented from time to time by one or more prospectus supplements. Such prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you must rely on the information in the prospectus supplement. You should carefully read both this prospectus and any applicable prospectus supplement together with additional information described under the heading “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” before deciding to invest in the Shares being offered.
We and the Selling Stockholder have not authorized anyone to provide you with information other than the information that we have provided or incorporated by reference in this prospectus and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities are permitted. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of our securities and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results of operations may have changed since those dates.
This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our management’s current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the sections of this prospectus entitled “Prospectus Summary” and “Risk Factors.”
All statements, other than statements of historical facts, included or incorporated herein regarding our strategy, future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions. These statements involve risks, uncertainties and other factors that may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Risks, uncertainties and other factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent filings with the SEC. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not place undue reliance on these forward-looking statements.
In addition, past financial and/or operating performance is not necessarily a reliable indicator of future performance, and you should not use our historical performance to anticipate results or future period trends. We can give no assurances that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on our results of operations and financial condition. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.
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This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, including the risks of investing discussed under “Risk Factors” beginning on page 6, the information incorporated by reference, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Overview
We develop, manufacture and sell reagents used for diagnostic tests that function via the detection and/or analysis of nucleic acid molecules (DNA or RNA), including molecular tools for detection of infectious diseases. Our diagnostics systems enable dependable, low-cost, molecular testing for organisms and genetic diseases by automating or simplifying historically complex procedures in both the development and administration of tests. CODX’s technical advance involves a novel, proprietary approach to polymerase chain reaction (“PCR”) test design of primer and probe structure (“Co-Primers®”) that dramatically reduces one of the key vexing issues of PCR amplification: the exponential growth of primer-dimer amplification (false positives) which adversely interferes with identification of the target DNA/RNA. Using our proprietary test design system and reagents, we have designed and obtained regulatory approval to sell PCR diagnostic tests for the detection of COVID-19, influenza, tuberculosis, hepatitis B and C, human papillomavirus, malaria, chikungunya, dengue, and the Zika virus. These initial diagnostic tests are cleared for use in clinical labs only and not for point-of-care or at-home use.
We have developed a portable diagnostic device and test system designed for point-of-care and at-home use. The system is comprised of our PCR instrument that we refer to as the Co-Dx™ PCR Pro™ instrument, our patent-pending diagnostic test cup system and a mobile application to be installed on the user’s mobile device. We refer to the system as the “Co-Dx™ PCR platform” which has been designed to bring affordable, reliable polymerase chain reaction (“PCR”) testing to patients in point-of-care and at-home settings. The Co-Dx PCR platform is subject to U.S. Food and Drug Administration (“FDA”) review and is not available for sale at the time of this filing. In June 2024, we completed our first FDA application for 510(k) clearance for the Co-Dx™ PCR Pro™ instrument, the Co-Dx PCR COVID-19 Test, and the Co-Dx PCR mobile app for over-the-counter (OTC) use. Following engagement with the FDA during the review process, the Company voluntarily withdrew the 510(k) submission after discussions regarding the analytical approach for detecting potential degradation of a test component over its intended shelf life. While the Company believes that the matter identified during the review process could have been addressed through additional development and clinical validation activities, management determined that the capital and time required to resubmit the COVID-19 test for 510(k) clearance would be more effectively deployed toward development and clinical validation of the Co-Dx PCR Flu A/B, COVID-19, RSV multiplex test (“ABCR”). Moving focus to this test allows the Company to incorporate more recent Co-Dx PCR platform developments into the design and test manufacturing process. Management believes that a multiplex test targeting influenza A/B, COVID-19, and RSV better aligns with current clinical demand for comprehensive upper respiratory infection testing in point-of-care settings. Accordingly, clinical performance studies for the ABCR test are currently underway. There is no guarantee that our Co-Dx PCR platform will receive the necessary regulatory approvals for commercialization, or that, if regulatory approval is received, we will be able to successfully commercialize this platform.
Technology
We believe our proprietary and patented molecular diagnostics technology is paving the way for innovation in disease detection and life sciences research through our enhanced detection of genetic material. For various reasons, including owning our own platform, we believe we will be able to accomplish this faster and more economically than some competitors, allowing for significant margins while still positioning ourselves as a low-cost provider of molecular diagnostics and screening services. For example, we were the first US-based company to receive a CE-marking for a COVID-19 test in early 2020, as we worked to help slow the spread of the pandemic through our global network of distributors covering clinical labs in more than 50 countries. Our Logix Smart® COVID-19 test was designed, developed, submitted for regulatory approval and ready to be used as an in vitro diagnostic (“IVD”) in countries that accept CE marking for regulatory clearance in a period of just over 30 days. This is a real-world example of how CODX technology can be used in an evolving epidemic or pandemic to get diagnostic tools in the hands of medical professionals in a timely manner. It can be similarly used to design a test for mutated strains of SARS-CoV-2 or other viruses should they not be detectable using currently available tests.
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In addition, continued development has demonstrated the unique properties of our Co-Primers technology that we believe makes it ideally suited for a variety of applications where specificity is key to optimal results, including multiplexing several targets, enhanced Single Nucleotide Polymorphism (“SNP”) detection and enrichment for next generation sequencing.
Our scientists use the complex mathematics of DNA/RNA PCR test design to engineer and optimize PCR tests and to automate algorithms that rapidly screen millions of possible options to pinpoint the optimum design. The intellectual property we use in our business consists of the predictive mathematical algorithms and patented molecular structure used in the testing process, which together represent a major advance in PCR testing systems. CODX technologies are now protected by more than 20 granted or pending US and foreign patents, as well as certain trade secrets and copyrights. Ownership of our proprietary platform permits us the advantage of avoiding payment of patent royalties required by other PCR test systems, which may allow for the sale of diagnostic PCR tests at a lower price than competitors, while enabling us to maintain profit margins.
Our proprietary test design process involves identifying the optimal locations on the target genes for amplification and pairing the locations with the optimized primer and probe structure to achieve outputs that meet the design input requirements identified from market research. This is done by following planned and documented processes, procedures and testing. In other words, we use the data resulting from our tests to verify whether we succeeded in designing what we intended. Verification involves a series of testing that concludes that the product is ready to proceed to validation in an evaluation either in our laboratory or in an independent laboratory setting using initial production tests to confirm that the product as designed meets the user’s needs.
Using our proprietary test design system and reagents, we have designed and obtained regulatory clearance in the European Community and in India (along with our joint venture, CoSara) to sell PCR diagnostic tests for the detection of COVID-19, influenza, tuberculosis, hepatitis B and C, human papillomavirus, malaria, chikungunya, dengue, and the Zika virus. In the United States, we obtained Emergency Use Authorization (“EUA”) for our Logix Smart® COVID-19 detection test from the FDA, and we sell that test to qualified labs. In addition, our COVID-19 detection test and certain of our other suite of COVID-19 products have been cleared for sale in countries such as the United Kingdom, Australia, India, and Mexico by the regulatory bodies in those countries and have been registered for sale in many more countries. In connection with the sale of our tests we may sell diagnostic equipment from other manufacturers, including an OEM’s PCR instrument which we refer to here as the “Co-Dx Box™”.
In addition to testing for infectious disease, Co-Primers technology lends itself to identifying any section of a DNA or RNA strand that describes any type of genetic trait, which creates several significant applications. We, in conjunction with our customers, have designed tests that identify genetic traits in plant and animal genomes. We also have commercialized three multiplexed tests to test mosquitos for the presence of diseases they carry, which enables municipalities to concentrate their efforts in managing mosquito populations in specific areas where mosquitos carrying deadly viruses are known to breed.
Corporate Information
Our headquarters is located at 2401 S. Foothill Drive, Salt Lake City, Utah 84109 and our telephone number is (801) 438-1036. We maintain a website at https://www.co-dx.com. Information on the website is not incorporated by reference and is not a part of this prospectus.
Additional Information
For additional information related to our business and operations, please refer to the reports incorporated herein by reference, as described under the caption “Incorporation of Certain Information by Reference” on page 17 of this prospectus.
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| Shares of common stock offered by the Selling Stockholder | Up to 39,594,495 Shares of common stock | |
| Common stock outstanding before the offering | 9,491,892 shares | |
| Common stock outstanding after the offering | 49,086,387 shares, assuming the issuance of all shares issuable upon full conversion of the Notes. | |
| Terms of the offering | The Selling Stockholder will determine when and how it will sell the Shares offered in this prospectus, as described in the “Plan of Distribution” on page 15. | |
| Use of proceeds | We will not receive any proceeds from the sale of the Shares. | |
| Risk Factors | See “Risk Factors” on page 6 for a discussion of factors you should carefully consider before deciding to invest in our common stock. | |
| Nasdaq Capital Market symbol | Our common stock is listed on The Nasdaq Capital Market under the symbol “CODX.” |
The number of shares of common stock to be outstanding after this offering as reflected in the table above is based on the actual number of shares outstanding as of October 31, 2026, which was 9,491,892 shares and does not include (in each case as of October 31, 2026):
| ● | 21,020 shares of common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $71.20 per share; |
| ● | 172,064 shares of common stock issuable upon the settlement of outstanding restricted stock units; |
| ● | 5,012,756 shares of common stock issuable upon the exercise of outstanding warrants, with a weighted-average exercise price of $2.41 per share; and |
| ● | 163,376 additional shares of common stock reserved for future issuance under our 2015 Equity Incentive Plan and 2025 Equity Incentive Plan. |
Except as otherwise indicated, the information in this prospectus does not reflect (i) the exercise of outstanding options and warrants and (ii) any issuance, exercise, vesting, expiration, or forfeiture of any additional equity awards under our equity incentive plans or stock purchase plans that occurred after October 31, 2026.
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Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties discussed in this section and under the sections titled Risk Factors contained in our most recent Annual Report on Form 10-K and in our subsequent Quarterly Reports on Form 10-Q for the quarterly periods ended subsequent to our filing of such Annual Report on Form 10-K, as well as any amendments or updates to our risk factors reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus, together with other information in this prospectus, the documents incorporated by reference, any prospectus supplement and any free writing prospectus that we may authorize. These risks and uncertainties are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any additional risks and uncertainties actually occur, our business, financial condition, results of operations and cash flow could be materially and adversely affected. In that case, the trading price of our common stock could decline and you might lose all or part of your investment. For more information about our SEC filings, please see “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference.” If any of the risks discussed in the foregoing documents were to occur, our business, financial condition, results of operations and prospects could be materially adversely affected. Please also read carefully the section titled “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to Our Business
You should read and consider risk factors specific to our business before making an investment decision. Those risks are described in the sections entitled “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 31, 2025, and in other documents incorporated by reference into this prospectus. Please be aware that additional risks and uncertainties not currently known to us or that we currently deem to be immaterial could also materially and adversely affect our business, results of operations, financial condition, cash flows or prospects.
Risks Related to this Offering
The sale or availability for sale of shares issuable in connection with or upon conversion of the Notes may depress the price of our common stock and encourage short sales by third parties, which could further depress the price of our common stock.
To the extent that the Selling Stockholder sells Shares of our common stock issued in connection with or upon conversion of the Notes, the market price of such shares may decrease due to the additional selling pressure in the market. In addition, the dilution from issuances of such Shares may cause stockholders to sell their shares of our common stock, which could further contribute to any decline in the price of our common stock. Any downward pressure on the price of our common stock caused by the sale or potential sale of such shares could encourage short sales by third parties. Such sales could place downward pressure on the price of our common stock by increasing the number of shares of our common stock being sold, which could further contribute to any decline in the market price of our common stock.
Future sales and issuances of our common stock or other securities might result in significant dilution and could cause the price of our common stock to decline.
To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions, at prices and in a manner we determine from time to time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering.
We cannot predict what effect, if any, sales of shares of our common stock in the public market or the availability of shares for sale will have on the market price of our common stock. However, future sales of substantial amounts of our common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock.
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We will not receive any of the proceeds from the sale or other disposition of the Shares offered pursuant to this prospectus.
We will bear the out-of-pocket costs, expenses and fees incurred in connection with the registration of Shares of our common stock to be sold by the Selling Stockholder pursuant to this prospectus. Other than registration expenses, the Selling Stockholder will bear its own broker or similar commissions payable with respect to sales of the Shares.
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The Selling Stockholder is offering up to an aggregate of 39,594,495 Shares of our common stock issued or issuable by us upon conversion of the Notes, including any applicable make-whole shares, and issued as Commitment Shares in connection with the Notes. The following descriptions of the Loan Agreement, the Notes, the Pledge and Security Agreement, the Subsidiary Guarantee, the ATM Waterfall Distribution Agreement, the ATM Payment Direction Letter, the Registration Rights Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are incorporated herein by reference.
On October 9, 2026, the Company entered into a Loan Agreement (the “Loan Agreement”) with Astor, pursuant to which Astor agreed to provide loans to the Company in an aggregate principal funding amount of up to $3.1 million. At the initial closing, the Selling Stockholder funded an initial loan of $2.1 million and the Company issued to the Selling Stockholder a senior secured convertible installment promissory note having an original principal amount of $2.835 million. Beginning 60 days after the date of the Loan Agreement, subject to the satisfaction of the conditions set forth in the Loan Agreement, the Company may elect to borrow an additional $1.0 million and issue an additional senior secured convertible installment promissory note having an original principal amount of $1.35 million. The original principal amounts of the Notes reflect a factor rate of 1.35 times the applicable funded amount. Astor retained a 4% origination fee from the initial funded amount, resulting in initial net cash proceeds of approximately $2.016 million before other transaction expenses. Under the terms of the Loan Agreement and the Notes, the Company must maintain a minimum cash balance of $250,000 while the Notes are outstanding.
Senior Secured Convertible Notes
The Notes are payable in 30 weekly installments and are secured by a senior-priority lien on substantially all assets of the Company and its existing subsidiaries as subsidiary guarantors pursuant to a pledge and security agreement (the “Pledge and Security Agreement”) and by a guarantee from each direct or indirect subsidiary of the Company (the “Subsidiary Guarantee”). The Company may prepay a Note at any time without penalty. If a Note is paid in full within 45 days after its funding date and no event of default has occurred, the repayment amount will be reduced to reflect a factor rate of 1.29 times the applicable funded amount, less all weekly installment payments previously made. Upon an event of default, the outstanding balance of the Notes becomes immediately due and payable, the outstanding principal amount of the Initial Note and (if issued) the Additional Note is increased to 120% of the then-outstanding principal amount(s) and such Note(s) bear default interest at the rate of 19% per annum, compounded daily (the “Default Amount”) and may be converted by the Lender at the Event of Default Conversion Price (as defined in the Loan Agreement).
The Selling Stockholder may convert all or any portion of the payment amount under a Note into shares of the Company’s common stock (the “Conversion Shares”) at a conversion price equal to the greater of (i) 90% of the lowest volume-weighted average price of the common stock during the 10 consecutive trading days immediately preceding the conversion date and (ii) the minimum per share price determined under the applicable Nasdaq listing rules (which with respect to the Initial Note is $1.09 per share), subject to a floor price equal to 20% of that Nasdaq minimum price and to customary adjustments. On the six-month anniversary of the closing date, and every six months thereafter, the floor price will be reset to the lower of (i) the floor price then in effect or (ii) 20% of the lowest volume weighted average price of the Company’s common stock during the twenty trading days preceding such reset; provided that the floor price will not be reduced below 20% of the Nasdaq minimum price unless and until the Company obtains stockholder approval.
Following an uncured event of default and acceleration, the applicable conversion price would be the greater of (i) 80% of the lowest volume-weighted average price during the same 10-trading-day period and (ii) the floor price. The conversion price is also subject to anti-dilution adjustments and may be reduced if the Company issues securities at a lower price, subject to the floor price. If the Lender does not receive the full number of shares that it would have received at the applicable VWAP-based discount price because the conversion price is limited by the floor price, the Nasdaq minimum price, the exchange cap or certain other limitations, the Company is required to pay a cash make-whole amount. Conversions are subject to a 9.99% beneficial ownership limitation, which the Selling Stockholder may increase to no more than 19.99% on 61 days’ prior written notice, and to the aggregate issuance limitations under the Nasdaq listing rules unless stockholder approval is obtained.
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In connection with the transaction, the Company issued Astor 600,000 Commitment Shares at the closing date, subject to a make-whole provision, which provides that the Company will issue make-whole shares if the Commitment Shares are sold on a day when the closing price of the Company’s stock is less than $0.218. The Company also agreed to reserve shares for issuance upon conversion of the Notes and to seek stockholder approval for issuances exceeding the applicable Nasdaq issuance limitation.
The Loan Agreement requires the Company to file a preliminary proxy statement within five business days after funding of the Initial Loan, mail the definitive proxy statement within five business days after SEC clearance, and hold the stockholder meeting within 30 days after mailing.
The Loan Agreement contains customary representations, warranties, affirmative and negative covenants and events of default, including covenants relating to additional indebtedness and equity issuances, maintenance and use of the ATM Program, maintenance of Nasdaq listing, timely filing of reports under the Securities Exchange Act of 1934, as amended, and maintenance of specified share reserves and ATM availability.
ATM Waterfall Distribution Agreement
The Company and Astor entered into an ATM Waterfall Distribution Agreement at the closing of the Initial Loan. Under that agreement, 100% of the net proceeds from sales under the Company’s existing at-the-market offering program (the “ATM Program”), after deduction only of the sales agent’s commissions, are to be remitted to a deposit account subject to a deposit account control agreement in favor of the Selling Stockholder. The initial $1.0 million of such net proceeds is payable to the Selling Stockholder. Thereafter, 80% of such net proceeds is applied to the Notes and 20% is released to the Company until the required weekly installment payments for the applicable week have been satisfied; for the remainder of that week, 25% is applied to the Notes and 75% is released to the Company. However, following an event of default, 80% of such net proceeds is applied to the obligations under the Notes and 20% is released to the Company. Distributions to the Company are further limited if the market value of the registered, freely tradeable shares available under the ATM Program is less than 200% of the outstanding principal amount of the Notes. The ATM Waterfall Distribution Agreement remains in effect until all obligations under the Notes have been paid in full.
The Company and ATM sales agent also entered into an ATM Payment Direction Letter, pursuant to which the Company directed the ATM sales agent to remit all net proceeds from the ATM Program, after deducting ATM sales agent’s sales commissions and other ATM expenses, to the deposit account specified therein within three business days following ATM sales agent’s receipt of the proceeds, unless and until the Company notifies the ATM sales agent in writing that the applicable deposit account control agreement has been terminated.
Registration Rights Agreement
The Company and Astor also entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file this registration statement with the SEC within 30 days after the funding date of the Initial Loan to register for resale by the Selling Stockholder a number of shares of common stock equal to not less than 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion in full of the outstanding principal amount of the Notes, calculated at the Floor Price then in effect, and (ii) the Commitment Shares and any Make-Whole Shares then issued or issuable. For purposes of this calculation, the Additional Loan is deemed to have been funded in full and the Additional Note is deemed to have been issued in its full original principal amount, whether or not the Additional Loan is ever funded. The Company also agreed to cause this registration statement to become effective within 60 days after the funding date of the Initial Loan, subject to applicable SEC guidance and limitations.
Placement Agency Agreement with Maxim Group LLC
In connection with the transaction, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (“Maxim”), pursuant to which Maxim agreed to act as the Company’s exclusive placement agent on a reasonable best efforts basis in connection with the placement of the Notes. The Company agreed to pay Maxim a cash fee equal to 5.0% of the gross proceeds received by the Company at the initial closing and at any additional closing and to reimburse Maxim for its reasonable expenses, including fees and disbursements of its counsel, up to $5,000. Maxim also is entitled to a transaction fee equal to 5.0% of the proceeds of any public or private financing or other capital-raising transaction consummated during the 12-month period following the closing (or, if no closing occurs, termination of the engagement) with an investor actually contacted or introduced to the Company by Maxim during the term of the Placement Agency Agreement. The engagement continues until the earlier of the final closing of the placement, including any additional closings, and termination by either party upon written notice.
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The Placement Agency Agreement also contains customary representations, warranties, covenants, closing conditions, indemnification and contribution provisions and other terms and conditions.
The following description summarizes the material terms and provisions of our capital stock, including the common stock the Selling Stockholder may offer under this prospectus. The following description of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by, our articles of incorporation, as amended (the “Articles of Incorporation”) and amended and restated bylaws (the “Amended and Restated Bylaws”), which are exhibits to the registration statement of which this prospectus forms a part, and by applicable law. The terms of our capital stock may also be affected by Utah law.
General
As of the date of this prospectus, our Articles of Incorporation, as amended, authorize us to issue 100,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share. The following is a summary of the rights of our common and preferred stock and some of the provisions of our Articles of Incorporation, as amended, our Amended and Restated Bylaws, and the Utah Revised Business Corporation Act (the “URBCA”). Because it is only a summary, it does not contain all the information that may be important to you and is subject to and qualified in its entirety by our Articles of Incorporation, as amended, and our Amended and Restated Bylaws, a copy of each of which has been incorporated as an exhibit to the registration statement of which this prospectus forms a part. We urge you to read each of the Articles of Incorporation, as amended, and the Amended and Restated Bylaws described herein in their entirety for a complete description of the rights and preferences of our securities.
Common Stock
Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our common stock entitled to vote can elect all of the directors standing for election. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available for dividend payments. All outstanding shares of our common stock are fully paid and nonassessable, and any shares of our common stock to be sold pursuant to this prospectus will be fully paid and nonassessable. The holders of common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. In the event of any liquidation, dissolution or winding-up of our affairs, holders of our common stock will be entitled to share ratably in our assets that are remaining after payment or provision for payment of all of our debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
The transfer agent and registrar for our common stock is VStock Transfer LLC located at 18 Lafayette Pl, Woodmere, New York 11598. Our common stock is listed on The Nasdaq Capital Market under the symbol “CODX.”
Articles of Incorporation and Amended and Restated Bylaws
Stockholders’ rights and related matters are governed by our Articles of Incorporation, as amended, Amended and Restated Bylaws and Utah law, including the URBCA. An amendment to our Articles of Incorporation, as amended, must be approved by holders of a majority of our outstanding common and our preferred stock, if any, except for certain limited amendments that can be effected by the Board of Directors without stockholder approval. Our Amended and Restated Bylaws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office or by our stockholders at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least seventy-five percent (75%) of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of a majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class.
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Board of Directors
Our Amended and Restated Bylaws provide that the number of directors must fall within a range between three (3) and ten (10), the exact number to be fixed by resolution of our Board of Directors. Our Board of Directors has adopted a resolution limiting the current size of the board to five (5) persons.
Preferred Stock
Our Board of Directors has the authority under our Articles of Incorporation, as amended, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences, privileges and restrictions of the shares of each wholly unissued series, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and sinking fund terms, and to increase or decrease the number of shares of any such series (but not below the number of shares of such series then outstanding).
Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock or otherwise adversely affecting the rights of holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change of control and may adversely affect the market price of our common stock. As of October 31, 2026, no shares of preferred stock were outstanding, and we have no current plans to issue any preferred stock.
Effects of Anti-Takeover Provisions of our Articles of Incorporation, as amended, and Amended and Restated Bylaws
Some provisions of our Articles of Incorporation, as amended, and Amended and Restated Bylaws could make the acquisition of control of us and/or the removal of our existing management more difficult, including those that provide as follows:
| ● | our directors may only be removed for cause, and only with a vote of the holders of at least 75 percent of the voting power of the then outstanding shares entitled to vote as a single class; |
| ● | our Amended and Restated Bylaws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office or by our stockholders at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least seventy-five percent (75%) of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of a majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; |
| ● | any action required or permitted to be taken by the stockholders of the Company may be effected only at a duly called annual or special meeting of the stockholders of the Company and may not be effected by written consent; |
| ● | special meetings of the stockholders may be called only by the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office; |
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| ● | our Board of Directors may create new directorships and may appoint new directors to serve for the full term of the class of directors in which the new directorship was created and may fill vacancies on our Board of Directors occurring for any reason for the remainder of the term of the class of director in which the vacancy occurred; |
| ● | our Board of Directors may issue shares of preferred stock without any vote or further action by the stockholders; and |
| ● | our Board of Directors retains the power to designate series of preferred stock and to determine the powers, rights, preferences, qualifications and limitations of each class. |
Indemnification
Additionally, we will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the judicial court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
We have entered into separate indemnification agreements with our executive officers and directors, in addition to the indemnification provided for in our Amended and Restated Bylaws. These agreements, among other things, require us to indemnify our executive officers and directors for certain expenses, including attorneys’ fees incurred by an executive officer or director in any action or proceeding arising out of their services as one of our executive officers or directors, or as an executive officer or director of any of our subsidiaries or any other company or enterprise to which the person provides services at our request.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our officers, directors and controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Defensive Provisions of Utah Law
Certain provisions of Utah law summarized below may be considered to have an anti-takeover effect and may delay, deter, or prevent a tender offer, proxy contest or other takeover attempt that stockholders might consider to be in their best interest, including a takeover attempt that might result in the payment of a premium over the market price of our common stock.
The Utah Control Shares Acquisition Act, or the Control Shares Act, provides that, when a person or group acquires control of shares of a corporation that is subject to the Control Shares Act equal to or in excess of 20%, 33 1/3% or a majority of the voting power of the corporation, the acquiring person is not permitted to vote the shares unless a majority of the corporation’s shares, excluding shares held by the acquiring person or by the officers and employee-directors of the corporation, approve a resolution granting the acquiring person the right to vote the shares. As a public company headquartered in Utah, the Control Shares Act will apply to acquisitions of our common stock that cause an acquiring person to exceed the specified thresholds. Although a corporation may opt out of the Control Shares Act, we have not elected to opt out of the Control Shares Act.
Section 728 of the URBCA prohibits cumulative voting in the election of directors. Cumulative voting could facilitate a stockholder or group of stockholders in electing one or more candidates to our Board of Directors in opposition to our slate of proposed directors.
Part 18 of the URBCA is an anti-takeover provision that makes it difficult to effect a hostile takeover of an SEC-registered Utah corporation. It does so by generally prohibiting business combinations between a Utah corporation and a stockholder holding 20% or more of the corporation’s shares until the interested stockholder has been an interested stockholder for at least five years. The following exceptions apply: (1) the business combination or acquisition of shares by the interested stockholder was approved by the board of the corporation before the date the interested stockholder crossed the 20% ownership threshold; (2) the business combination is approved by a majority of the disinterested stockholders, provided that the business combination still may not occur earlier than five years after the interested stockholder’s share acquisition date; or (3) the purchase price of the business combination meets certain “fair price” thresholds.
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Defensive Provisions in Articles or Bylaws
Our Amended and Restated Bylaws set forth procedures for stockholders to recommend nominees to the Company’s Board of Directors. Nominations of persons for election to our Board of Directors to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Company who (A) was a stockholder of record at the time of giving of the notice, (B) is entitled to vote with respect to such matter at the meeting, and (C) complies with the notice procedures set forth in the Amended and Restated Bylaws.
The following is a summary of key provisions from our Amended and Restated Bylaws. For nominations to be properly brought before an annual meeting by a stockholder, the stockholder making such nominations must have given timely notice in writing to the secretary of the Company. To be timely, a stockholder’s notice shall be delivered to the secretary at the principal executive offices of the Company not later than the close of business on the 75th day nor earlier than the close of business on the 125th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (x) the 75th day prior to the scheduled date of such annual meeting or (y) the 15th day following the day on which public announcement of the date of such meeting is first made by the Company. To be in proper form, a stockholder’s notice to the secretary must: set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, if any, (B) the class or series and number of shares of the Company that are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, if any, as of the date of such notice, and (C) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated thereunder.
Our Amended and Restated Bylaws provide that special meetings of the stockholders may be called only by the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the corporation, unless otherwise required by law. This restriction on the calling of special stockholders’ meetings may deter hostile takeovers by making it more difficult for a person or entity to obtain immediate control of the corporation between annual meetings.
Our Articles of Incorporation, as amended, authorize the issuance of 100,000,000 shares of common stock and 5,000,000 shares of preferred stock. Shares were authorized to provide our Board of Directors with as much flexibility as possible to effect, among other transactions, financings, acquisitions, share dividends, and the exercise of employee stock options. However, these additional authorized shares may also be used by the Board of Directors, to the extent consistent with its fiduciary duty, to deter future attempts to gain control of the Company. As a result of the ability to issue additional shares, our Board of Directors has the power to issue shares to persons friendly to management in order to attempt to block a tender offer, merger or other transaction by which a third party seeks control of the Company, and thereby allow members of management to retain their positions.
The matters described above may be considered to have an anti-takeover effect and may delay, defer or prevent a tender offer or other takeover attempt that a stockholder might consider to be in such stockholder’s best interest, including such an attempt as might result in the receipt of a premium over the market price for the common stock held by such stockholder.
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The Shares of common stock being offered by the Selling Stockholder are those issuable to the Selling Stockholder, upon the conversion of the Notes and the Commitment Shares already owned by the Selling Stockholder. For additional information regarding the issuances of Notes and the Commitment Shares, see “Description of Capital Stock” above.
When we refer to the “Selling Stockholder” in this prospectus, we mean the person listed in the table below (as such table may be amended from time to time by means of a prospectus supplement or a post-effective amendment to the registration statement of which this prospectus forms a part), and any pledgees, donees, transferees, assignees, successors, designees and other permitted transferees who later come to hold any of the Selling Stockholder’s interest in the common stock set forth below other than through a public sale.
We are registering the shares of common stock in order to permit the Selling Stockholder to offer the shares for resale from time to time. Except for the ownership of the Notes and the Commitment Shares, the Selling Stockholder has not had any material relationship with us within the past three years.
The table below lists the Selling Stockholder and other information regarding the beneficial ownership of the shares of common stock by the Selling Stockholder. The second column lists the number of shares of common stock beneficially owned by the Selling Stockholder, based on its ownership of the Notes and the Commitment Shares, as of October 31, 2026, assuming the conversion of the Notes held by the Selling Stockholder on that date, without regard to any limitations on exercises.
The third column lists the Shares of common stock being offered by this prospectus by the Selling Stockholder.
In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of a number of shares of common stock equal to not less than 200% of the sum of (i) the maximum number of shares issuable upon conversion in full of the Notes, calculated at the Floor Price then in effect, and (ii) the Commitment Shares and any Make-Whole Shares then issued or issuable, assuming the Additional Loan is funded in full and the Additional Note is issued in its full original principal amount and without regard to the exchange cap or the beneficial ownership limitation under the Notes.
Under the terms of the Notes, the Selling Stockholder may not convert such Notes to the extent such conversion would cause the Selling Stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% or 19.99%, as applicable, of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of such Notes which have not been converted. The number of shares in the second and fourth columns do not reflect this limitation.
The information set forth below is based primarily on information provided by or on behalf of the Selling Stockholder prior to the date hereof, including such Selling Stockholder’s beneficial ownership of our common stock. From and after the date on which such information was provided, the Selling Stockholder may have sold, transferred or otherwise disposed of, and may in the future sell, transfer or otherwise dispose of, some or all of the common stock indicated below in transactions exempt from the registration requirements of the Securities Act rather than under this prospectus. In addition, because the Selling Stockholder is not obligated to sell the Shares offered hereby, we cannot advise you as to whether or when the Selling Stockholder will in fact sell any or all of such common stock, or the amount of shares, if any, the Selling Stockholder will beneficially own upon consummation of any such sale. For purposes of the table below, we have assumed that the Selling Stockholder will not acquire beneficial ownership of any additional securities of ours during the offering and will have sold all of the Shares covered by this prospectus upon the completion of the offering.
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table and accompanying footnotes have or will have sole voting and sole investment power with respect to all securities of ours that they beneficially own, subject to community property laws where applicable. Except as otherwise described below, based on the information provided to us by the Selling Stockholder, it is not a broker-dealer or an affiliate thereof. The Selling Stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
| Shares of common stock | ||||||||||||||||
| Shares Beneficially Owned Prior to the Offering | Maximum Number of Shares Being | Shares Beneficially Owned After the Offering | ||||||||||||||
| Name | Number of Shares | Registered for Resale (2)(3) | Number of Shares | Percentage (4) | ||||||||||||
| J.J. Astor & Co. (1) | 600,000 | 39,594,495 | - | - | % | |||||||||||
| (1) | Consists of 600,000 Commitment Shares. The address of J.J. Astor & Co. is 26 S. Rio Grande Street, #2072, Salt Lake City, UT 84101. |
| (2) | Includes Shares issuable upon conversion of the Notes without applying any beneficial ownership limitations. |
| (3) | Represents the number of Shares of common stock being registered for resale pursuant to the Registration Rights Agreement, equal to not less than 200% of the sum of (i) the maximum number of Conversion Shares issuable upon conversion in full of the Notes, calculated at the Floor Price then in effect, and (ii) the Commitment Shares and any Make-Whole Shares then issued or issuable, assuming the Additional Loan is funded in full and the Additional Note is issued in its full original principal amount and without regard to the exchange cap or the beneficial ownership limitation under the Notes. |
| (4) | Based on 9,491,892 shares of Common Stock outstanding as of October 31, 2026. |
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Astor and any of its pledgees, assignees or successors-in-interest may, from time to time, sell any or all of its securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | settlement of short sales; |
| ● | in transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
The Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholder may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholder may also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
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The Selling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Astor has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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Dorsey & Whitney LLP, Salt Lake City, Utah, will pass upon the validity of the securities offered by this prospectus and any supplement thereto.
The consolidated financial statements of Co-Diagnostics, Inc. incorporated by reference in this prospectus, have been audited by Tanner LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm, given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are subject to the information requirements of the Exchange Act and, in accordance therewith, file annual, quarterly and current reports, proxy statements and other information with the SEC. These documents may be accessed through the SEC’s electronic data gathering, analysis and retrieval system via electronic means, including the SEC’s home page on the Internet (www.sec.gov). Copies of certain information filed by us with the SEC are also available on our website at https://www.co-dx.com. The information contained on our website is not incorporated by reference into this prospectus and, therefore, is not part of this prospectus or any accompanying prospectus supplement.
This prospectus is part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act. Certain information in the registration statement has been omitted from this prospectus in accordance with SEC rules and regulations. For more detail about us and any securities that may be offered by this prospectus, you may examine the registration statement on Form S-3 and the exhibits filed with it at the locations listed in the previous paragraph. Please be aware that statements in this prospectus referring to a contract or other document are summaries and you should refer to the exhibits that are part of the registration statement for a copy of the contract or document.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement. We incorporate by reference the documents listed below that we have previously filed with the SEC:
| ● | our Annual Report on Form 10-K for the fiscal year ended December 31, 2025; |
| ● | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30, 2026; |
| ● | our Current Reports on Form 8-K filed with the SEC on January 13, 2026, March 10, 2026 (other than information furnished under Item 2.02), May 21, 2026, July 27, 2026, July 31, 2026, September 4, 2026, September 4, 2026, September 15, 2026, September 16, 2026, September 25, 2026, October 5, 2026, October 13, 2026, Amendment No. 1 on Form 8-K/A filed with the SEC on October 15, 2026, which amended the Current Report on Form 8-K filed on October 13, 2026; and October 15, 2026, and |
| ● | the description of our common stock, which is contained in the Registration Statement on Form 8-A, as filed with the SEC on July 11, 2017, as updated by the description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including any amendment or report filed for the purpose of updating such description. |
We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding, in each case, information deemed furnished and not filed, until we sell all of the securities we are offering or the termination of the offering. All reports and other documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus. Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement.
We will provide each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the information that has been incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. Requests should be directed to: Corporate Secretary, Co-Diagnostics, Inc., 2401 S Foothill Drive, Suite D, Salt Lake City, UT 84109 and our telephone number is (801) 438-1036.
| 17 |
39,594,495 Shares of Common Stock Offered by the Selling Stockholder
____________, 2026
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs and expenses (except in the case of the SEC registration fee), payable by the registrant in connection with the offering of the securities being registered.
| SEC registration fee | $ | 1,453.67 | ||
| Accounting fees and expenses | $ | 10,000 | ||
| Legal fees and expenses | $ | 25,000 | ||
| Miscellaneous expenses | $ | 5,000 | ||
| Total | 41,453.67 |
Item 15. Indemnification of Officers and Directors
Pursuant to our Amended and Restated Bylaws, we will, to the fullest extent permitted by the Utah Revised Business Corporation Act (the “Utah Statute”), indemnify our directors and officers with respect to expenses, settlements, judgments and fines in suits (including actions brought against a director or officer in the name of the corporation, commonly referred to as a derivative action) in which such person was made a party by reason of the fact that he or she is or was a director or officer, or being or having been such a director or officer, such person was serving as a director, officer, associate or other agent (i) for an enterprise of which we hold the majority of shares entitled to vote in the election of its directors, or (ii) at our request, for another enterprise. No such indemnification may be given if the acts or omissions of the person are finally adjudged to be intentional misconduct or a knowing violation of law, if such person is liable to the corporation for an unlawful distribution, or if such person personally received a benefit to which he or she was not entitled.
We have entered into separate indemnification agreements with our executive officers and directors, in addition to the indemnification provided for in our bylaws. These agreements, among other things, require us to indemnify our executive officers and directors for certain expenses, including attorneys’ fees incurred by an executive officer or director in any action or proceeding arising out of their services as one of our executive officers or directors, or as an executive officer or director of any of our subsidiaries or any other company or enterprise to which the person provides services at our request.
Section 908 of the Utah Statute also permits a Utah corporation to purchase and maintain insurance on behalf of its officers and directors. Our Amended and Restated Bylaws permit us to purchase such insurance on behalf of our officers and directors. We maintain a policy of liability insurance for our officers and directors.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors and controlling persons of the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 16. Exhibits
The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this registration statement and such Exhibit Index is incorporated by reference.
| II-1 |
Item 17. Undertakings
| (a) | The undersigned registrant hereby undertakes: | ||
| 1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: | ||
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; | ||
| provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. | |||
| 2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
| 3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
| 4. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: | ||
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. | ||
| (b) | For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| II-2 |
EXHIBIT INDEX
| II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Salt Lake City, State of Utah, on November 4, 2026.
| CO-DIAGNOSTICS, INC. | ||
| BY: | /s/ Dwight Egan | |
| Dwight Egan | ||
| President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints each of Dwight Egan and Daniel Bohrer, his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Dwight Egan | Chief Executive Officer, President and Director | November 4, 2026 | ||
| Dwight Egan | (Principal Executive Officer) | |||
| /s/ Daniel Bohrer | Executive Vice President of Finance and Accounting | November 4, 2026 | ||
| Daniel Bohrer | (Principal Financial and Accounting Officer) | |||
| /s/ Eugene Durenard | Director | November 4, 2026 | ||
| Eugene Durenard | ||||
| /s/ Edward Murphy | Director | November 4, 2026 | ||
| Edward Murphy | ||||
| /s/ James Nelson | Director | November 4, 2026 | ||
| James Nelson | ||||
| /s/ Richard Serbin | Director | November 4, 2026 | ||
| Richard Serbin |
| II-4 |
Exhibit 5.1
November 4, 2026
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, Utah 84109
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Co-Diagnostics, Inc., a Utah corporation (the “Company”), in connection with a registration statement on Form S-3 (“Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the offer for resale of an aggregate of 39,594,495 shares (the “Shares”) of our common stock, par value $ 0.001 per share (the “Common Stock”), issued or issuable pursuant to a Loan Agreement, dated October 9, 2026, consisting of (i) shares of Common Stock issued or issuable upon conversion of the Company’s senior secured convertible installment promissory notes, including any applicable make-whole shares (the “Convertible Note Shares”) and (ii) 600,000 shares of Common Stock issued as commitment shares (the “Commitment Shares”).
We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.
With respect to the Shares, we express no opinion to the extent that future issuances of securities of the Company, adjustments to outstanding securities of the Company or other matters cause the Convertible Note Shares to be convertible for more shares of Common Stock than the number now available for issuance by the Company.
Based on the foregoing, we are of the opinion that (i) the Commitment Shares are duly and validly issued, fully paid and non-assessable and (ii) the Convertible Note Shares are issuable, when issued in accordance with the terms of the Loan Agreement and the applicable notes, will be duly and validly issued, fully paid and non-assessable.
Our opinions expressed above are limited to the applicable laws of the State of Utah.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Dorsey & Whitney LLP | |
| DPL/JBE |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
Co-Diagnostics, Inc.
Salt Lake City, Utah
We hereby consent to the incorporation by reference in this Registration Statement of our report dated March 31, 2026, relating to the consolidated financial statements of Co-Diagnostics, Inc., and subsidiaries (collectively, the Company), as of December 31, 2025 and 2024 and for each of the years then ended, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ Tanner LLP
Salt Lake City, Utah
November 4, 2026