Co-Diagnostics, Inc. Announces Warrant Inducement Transaction and Issuance of New Warrants

Key Developments:

• Co-Diagnostics, Inc. (Nasdaq: CODX) has entered into an inducement transaction with certain holders of its existing common stock purchase warrants.
• The holders (“Holders”) have agreed to exercise, for cash, existing warrants to purchase a total of 1,702,362 shares of common stock at an exercise price of \$1.571 per share.
• In consideration, the company will issue new common stock purchase warrants (“New Warrants”) to purchase up to 3,404,724 shares of common stock at an exercise price of \$1.56 per share.
• The New Warrants are not exercisable until shareholder approval is obtained in accordance with Nasdaq rules.
• The company expects to receive approximately \$2.67 million in gross proceeds from this transaction, before deducting placement agent fees and other expenses.

Details and Implications for Shareholders:

• Share Dilution: Immediately before the transaction, Co-Diagnostics had 5,277,846 shares outstanding. Upon closing, the number of outstanding shares will increase to 6,980,208, representing significant dilution for current shareholders.
• Use of Proceeds: The company intends to use the net proceeds for general corporate purposes.
• Registration Status: The resale of the shares underlying the existing warrants is registered under a shelf registration statement on Form S-3 (File No. 333-296312), effective May 29, 2026. However, the New Warrants are issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act.
• Conditions to Closing: The transaction is expected to close on or about August 3, 2026, subject to customary closing conditions.
• Shareholder Approval Required: The New Warrants cannot be exercised until the company obtains shareholder approval as required by applicable Nasdaq rules. The company has committed to calling a meeting within 90 days to seek this approval and will continue to call meetings every 90 days, if necessary, until approval is obtained or the New Warrants are no longer outstanding.
• Lock-up on Further Equity Issuance: From the date of the agreement until August 31, 2026, Co-Diagnostics has agreed not to issue, enter into agreements to issue, or announce the issuance of additional shares of common stock or equivalents (with limited exceptions for employee stock plans and certain exempt issuances).
• Warrant Terms: The New Warrants have an exercise price of \$1.56 per share, may be exercised for cash (or via cashless exercise if no registration statement is available), and are subject to customary anti-dilution adjustments for stock splits, dividends, or similar events.
• Placement Agent: Maxim Group LLC acted as placement agent for the transaction and is entitled to compensation as set forth in the Placement Agency Agreement.
• Accredited Investors Only: The New Warrants are offered only to holders who are accredited investors under Regulation D, and will initially carry restrictive legends.
• Potential Price Sensitivity: The transaction significantly increases the number of shares that could be issued and outstanding, both immediately and upon exercise of the New Warrants. This has the potential to be dilutive and could weigh on the share price, especially if the new shares are resold into the market.
• Forward Looking Statements: The company cautions that forward-looking statements in the 8-K are based on current expectations and are subject to risks and uncertainties, such as the possibility that the closing will not occur or shareholder approval is not obtained.

Summary Table

What Investors Should Watch:

• Shareholder approval is a critical next step and could be a catalyst for further share issuance upon approval.
• The significant increase in potential shares outstanding raises the risk of dilution and impacts valuation metrics.
• The company’s use of capital and ability to generate value with new funds will be a key driver of future share performance.
• Any delays in closing or failure to obtain shareholder approval could result in volatility or negative sentiment.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Forward-looking statements are subject to risks, uncertainties, and changes. Investors should conduct their own due diligence before making any investment decisions.

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