UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 - Material Modification to Rights of Security Holders
As previously disclosed, on December 5, 2025, at a special meeting of the stockholders of Co-Diagnostics, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization from our stockholders.
On December 29, 2025, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-30. The Company filed the Amendment with the Secretary of State of the State of Utah on December 29, 2025, which will be effective at 11:59 pm Mountain Time on Thursday, January 1, 2026. The Company’s shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market commencing upon market open on January 2, 2026. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Amendment.
As a result of the reverse split, every thirty shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. The Company will not issue any fractional shares in connection with the reverse stock split. Instead, the number of shares will be rounded up to the next whole number. The reverse stock split will not modify the rights or preferences of the common stock.
Immediately after the reverse stock split becomes effective, there will be approximately 2,095,031 shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 189763204, effective January 2, 2026, and continue to trade under the symbol “CODX.” All stock options and warrants of the Company outstanding immediately prior to the reverse stock split have been proportionally adjusted.
The Company has appointed its transfer agent, VStock Transfer, LLC, to act as exchange agent for the reverse stock split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to brokers’ particular processes.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD. Disclosure.
On December 30, 2025, the Company issued a press release announcing the reverse stock split. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Co-Diagnostics, Inc. | |
| 99.1 | Press release dated December 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CO-DIAGNOSTICS, INC. | ||||
| Date: | December 30, 2025 | By: | /s/ Brian Brown | |
| Brian Brown | ||||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CO-DIAGNOSTICS, INC.
Entity Number: 8650065-0142
Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act, the undersigned corporation hereby adopts the following Articles of Amendment to its Articles of Incorporation:
1. Name of Corporation
The name of the corporation is Co-Diagnostics, Inc.
2. Date of Adoption
The date the following amendment was adopted is: December 5, 2025
3. Amendment
The text of the amendment to the Articles of Incorporation is as follows:
Following the final paragraph of ARTICLE III – CAPITAL STOCK, the following paragraph shall be inserted:
“Upon the filing of these Articles of Amendment with the Utah Division of Corporations and Commercial Code (the “Division”), and without any further action by the shareholders of the Corporation, each thirty shares of the Corporation’s issued and outstanding Common Stock, par value $0.001 per share (“Common Stock”), shall automatically be combined and reclassified into one (1) share of fully paid and nonassessable Common Stock (the “Reverse Stock Split”).
No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu of any fractional shares, each holder otherwise entitled to a fractional share shall receive one (1) whole share of Common Stock, such that all affected holders shall hold only whole shares after the Reverse Stock Split.
Each certificate or book-entry position representing shares of Common Stock immediately prior to the effectiveness of this amendment shall thereafter represent the number of whole shares of Common Stock to which the holder thereof is entitled after giving effect to the Reverse Stock Split.
The number of authorized shares of Common Stock and Preferred Stock, and the par value of such shares, shall not be affected by this amendment.”
4. Approval
The foregoing amendment was duly adopted in accordance with the provisions of Section 16-10a-1003 of the Utah Revised Business Corporation Act and the Bylaws of the Corporation by the shareholders of the Corporation on December 5, 2025, with the number of votes cast in favor of the amendment being sufficient for approval.
5. Delayed Effective Date
The effective date of this Amendment shall be: January 1, 2026 at 11:59 pm Mountain Time.
6. Execution
Under penalties of perjury, the undersigned declares that these Articles of Amendment have been examined and are, to the best of his or her knowledge and belief, true, correct, and complete.
Executed as of December 29, 2025.
| CO-DIAGNOSTICS, INC. | ||
| a Utah corporation | ||
| By: | /s/ Dwight H. Egan | |
| Dwight H. Egan | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Co-Diagnostics Announces Reverse Stock Split
SALT LAKE CITY, Dec. 30, 2025 /PRNewswire/ — Co-Diagnostics, Inc. (Nasdaq: CODX) (“Co-Dx” or “the Company”), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, today announced that it has filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) to effect a reverse stock split of its common stock at a ratio of 1-for-30 shares. The reverse stock split will become effective at 12:01 a.m. ET on Friday, January 2, 2026. Co-Dx’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “CODX” and will begin trading on a split-adjusted basis when the market opens on Friday, January 2, 2026. The reverse stock split is intended to enable the Company to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market. The new CUSIP number for Co-Dx’s common stock following the reverse stock split will be 189763 204.
At the Special Meeting of Stockholders held on December 5, 2025, the Company’s stockholders approved a reverse stock split of Co-Dx common stock at a ratio of not less than 1-for-2 and not more than 1-for-30 shares, with such ratio to be determined by the Board of Directors. Additional information regarding the reverse stock split approved by stockholders can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 10, 2025.
The Amendment provides that at the effective time of the reverse stock split, each 30 shares of the Company’s issued and outstanding common stock will be automatically combined into one validly issued, fully paid and non-assessable share of common stock, without effecting a change to the par value per share. The reverse stock split will impact all shares of the Company’s common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants outstanding immediately prior to the effectiveness of the reverse stock split with a corresponding increase in exercise price per share.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will have those shares rounded up to the next whole share. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, VStock Transfer, LLC.
About Co-Diagnostics, Inc.:
Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets state-of-the-art diagnostics technologies. The Company’s technologies are utilized for tests that are designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests for its Co-Dx PCR at-home and point-of-care platform (subject to regulatory review and not currently for sale) to identify genetic markers for use in applications other than infectious disease.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”) that are subject to a number of risks and uncertainties. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. There can be no assurance that implementing a reverse stock split will result in the company regaining compliance with Nasdaq listing requirements or that if compliance is regained that the company will be able to maintain such compliance. A discussion of additional risks and uncertainties can be found in the Company’s Risk Factors disclosure in its Annual Report on Form 10-K, filed with the SEC on March 27, 2025, and in the Company’s other filings with the SEC. Co-Dx undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this report.
Company Contact:
Andrew Benson
Head of Investor Relations
+1 801.438.1036
Investor Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
+1 212.896.1254
Media Contact:
Jennifer Webb
ColtrinMethod PR