{"url_path":"/sec/codx/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1692415/0001493152-26-024738-index.html","accession_number":"0001493152-26-024738","cik":"0001692415","ticker":"CODX","issuer_name":"Co-Diagnostics, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1692415/0001493152-26-024738-index.html","primary_entity_key":"0001692415","primary_entity_name":"Co-Diagnostics, Inc."},"word_count":1770,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into a Material Definitive Agreement.**\n\n \n\nOn\nMay 19, 2026, Co-Diagnostics, Inc. (the “Company”), entered into a private placement transaction (the “Private Placement”),\npursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors\n(the “Purchasers”) for aggregate gross proceeds of $3.0 million, before deducting fees to the placement agent and other expenses\npayable by the Company in connection with the Private Placement. The Company intends to use the net proceeds from the Private Placement\nfor general corporate purposes and working capital. Maxim Group LLC (“Maxim”) acted as the exclusive placement agent for\nthe Private Placement, which is expected to close on May 21, 2026.\n\n \n\nAs\npart of the Private Placement, the Company agreed to issue (i) 54,915 shares of the Company’s common stock (the “Shares”),\npar value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase 1,592,532 shares of Common Stock (the “Pre-Funded\nWarrants”) with an exercise price of $0.0001 per share, and (iii) warrants to purchase 3,294,894 shares of Common Stock (the “Common\nWarrants,” together with the Pre-Funded Warrants, the “Warrants”) (the Warrants, together with the Shares and Warrant\nShares (as defined below), the “Securities”) with an exercise price of $1.571 per share. The purchase price per share of\nCommon Stock and the associated Common Warrant was $1.821 and the purchase price per Pre-Funded Warrant and associated Common Warrant\nwas $1.8209. The Common Warrants are exercisable immediately and expire five years from issuance. The Pre-Funded Warrants are exercisable\nimmediately and terminate when exercised in full.\n\n \n\nThe\nPre-Funded Warrants were sold, in lieu of shares of Common Stock, to any Purchaser whose purchase of shares of Common Stock would otherwise\nresult in such Purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at such\nPurchaser’s option upon issuance, 9.99%) of the Company’s outstanding Common Stock after giving effect to the issuance of\nthe Securities on the closing date of the Private Placement.\n\n \n\nThe\nPurchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification\nrights and obligations of the parties. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement\nto issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable\nor exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for\na period beginning on May 19, 2026 and ending 60 days after the earliest of the date that (a) the initial registration statement has\nbeen declared effective by the United States Securities and Exchange Commission (the “SEC”), (b) all of the Shares and Common\nStock issuable upon exercise of the Warrants (the “Warrant Shares”) have been sold pursuant to Rule 144 or may be sold pursuant\nto Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and\nwithout volume or manner-of-sale restrictions, (c) following the one year anniversary of the closing date provided that a holder of Shares\nor Warrant Shares is not an affiliate of the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption\nfrom registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company counsel has delivered\nto such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares\npursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders (the “Effective Date”).\nThe Company’s officers and directors have also agreed to not sell or transfer any securities of the Company, subject to certain\nexceptions, for a period of 60 days from the closing of the Private Placement.\n\n \n\nPursuant\nto the Purchase Agreement, the Company also agreed not to effect or enter into an agreement to effect any issuance of Common Stock or\nany securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined\nin the Purchase Agreement), for a period beginning on May 19, 2026 and ending 90 days after the Effective Date.\n\n \n\nPursuant\nto the terms of a Placement Agency Agreement entered into between the Company and Maxim on May 19, 2026, the Company agreed to pay Maxim\n(i) a cash fee equal to 7.0% of the aggregate gross proceeds raised in the Private Placement and (ii) reimbursement of Maxim’s\nreasonable expenses, including, without limitation fees and disbursements of Maxim’s counsel, incurred in connection with the\nPrivate Placement in an amount equal to $50,000. The Company also agreed to pay Maxim such compensation and reimbursement of expenses\nwith respect to any equity-linked, preferred, convertible or debt securities, or other financing or capital-raising transaction of\nany kind that is consummated within the next 12 months involving investors that were contacted by or contacted Maxim in connection\nwith the Private Placement.\n\n \n\n \n\n \n\n \n\n**Warrants**\n\n \n\nThe\nPre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised\nin full. The Pre-Funded Warrants may be exercised on a cashless basis at any time, in which case the holder would receive upon such exercise\nthe net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrants. No fractional shares\nof Common Stock will be issued in connection with the exercise of a Pre-Funded Warrant. In lieu of fractional shares, we will pay the\nholder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.\n\n \n\nThe\nCommon Warrants will be exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance.\nIf a registration statement registering the issuance of the shares of Common Stock underlying the Common Warrants under the Securities\nAct, is not effective or available, the holder may, in its sole discretion, elect to exercise the Common Warrants through a cashless\nexercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to\nthe formula set forth in the Common Warrants. No fractional shares of Common Stock will be issued upon the exercise of any Common Warrant.\nIn lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price\nor round up to the next whole share.\n\n \n\n*Fundamental\nTransaction*. If a Fundamental Transaction (as defined in the respective Warrants) occurs, then the successor entity will succeed\nto, and be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the\nCompany’s obligations under the Warrants with the same effect as if such successor entity had been named in the Warrants itself.\nIf holders of shares of Common Stock are given a choice as to the securities, cash or property to be received in such a Fundamental Transaction,\nthen the holder shall be given the same choice as to the consideration it would receive upon any exercise of the Warrants following such\na Fundamental Transaction. Additionally, as more fully described in the Common Warrants, in the event of certain Fundamental Transactions,\nthe holders of the Common Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined\nin the Common Warrants), on the date of consummation of such Fundamental Transaction.\n\n \n\n*Stock\nDividends and Splits*. If at any time on or after the date of issuance there occurs any share split, share dividend, share combination\nrecapitalization or other similar transaction involving our Common Stock then in each case the exercise price shall be multiplied by\na fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately\nbefore such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,\nand the number of shares issuable upon exercise of the Warrant shall be proportionately adjusted such that the aggregate exercise price\nof the Warrant shall remain unchanged.\n\n \n\n*Beneficial\nOwnership Limitations.*A holder will not have the right to exercise any portion of the Warrants if the holder (together with its\naffiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%) of\nthe number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined\nin accordance with the terms of the Warrants and Pre-Funded Warrants. However, any holder may increase or decrease such percentage to\nany other percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase\nin such percentage.\n\n \n\n**Registration\nRights Agreement**\n\n \n\nThe\nCompany has agreed to file a resale registration statement covering the resale of the shares of Common Stock sold in the Private Placement\nand the shares of Common Stock underlying the Pre-Funded Warrants and Common Warrants, pursuant to a Registration Rights Agreement (the\n“Registration Rights Agreement”) entered into with the Purchasers. Pursuant to the Registration Rights Agreement, the Company\nshall file the resale registration statement within fifteen (15) calendar days of May 19, 2026, and the resale registration statement\nshall be effective within thirty (30) calendar days following the filing date (or, in the event of a full review by the SEC, sixty\n(60) calendar days following the filing date). The Company has also agreed to keep the registration statement continuously effective\nfor a period that extends from the first date on which the SEC issues an order of effectiveness in relation to the Registration Statement\nuntil such date that all registrable securities (as such term is defined in the Registration Rights Agreement) covered by the registration\nstatement have been sold thereunder or pursuant to Rule 144 or may be sold without volume or manner-of-sale restrictions pursuant to\nRule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.\n\n \n\n \n\n \n\n \n\nThe\nforegoing descriptions of the Pre-Funded Warrants, Common Warrants, Purchase Agreement, Registration Rights Agreement, and Placement\nAgency Agreement are qualified in their entirety by reference to the full text of those agreements, a form of each of which is filed\nas Exhibits 4.1, 4.2, 10.1, 10.2, and 10.3 respectively, to this Current Report on Form 8-K and incorporated herein by reference."}