{"url_path":"/sec/codx/8-k/2026-05-21/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","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":175,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities**\n\n \n\nThe\napplicable information related to the Purchase Agreement presented in Item 1.01 of this Current Report is incorporated by reference in\nthis Item 3.02. The securities will be issued without prior registration in reliance upon the exemption from registration provided by\nSection 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder. In connection with the Purchasers’ execution\nof the Purchase Agreement, the Purchasers represented to the Company that they are each an “accredited investor” as defined\nin Regulation D of the Securities Act and that the securities to be purchased by them will be acquired solely for their own account and\nnot with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable\nstate securities law. Such securities shall not be offered or sold in the United States absent registration or an applicable exemption\nfrom the registration requirements and certificates evidencing such shares of Common Stock contain a legend stating the same."}