UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~September~~October 3028, 2025

CO-DIAGNOSTICS, INC.

(Exact name of registrant as specified in its charter)

Utah	1-38148	46-2609363
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109

(Address of principal executive offices) (Zip Code)

(801) 438-1036

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CODX		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On October 2028, 2025, Co-Diagnostics, Inc., a Utah corporation (the “Company”), entered into ana ~~Equity~~Securities ~~Distribution~~Purchase Agreement (the “Purchase Agreement”) with ~~Maxim~~two ~~Group~~institutional ~~LLC~~investors (the “~~Maxim~~Investors”) named therein, pursuant to ~~create~~which the anCompany agreed to issue and sell, in a registered direct offering priced at-the-market ~~equity~~under ~~program.~~Nasdaq ~~Under~~rules by the ~~Agreement,~~Company directly to the ~~Company~~Investors ~~may~~(the ~~offer~~“Offering”) ~~and sell~~(i) ~~its~~an ~~common~~aggregate of 12,002,272 shares (the “Shares”) of common stock, par value $0.001 per share, ~~from~~of ~~time~~the toCompany ~~time~~(“Common ~~having~~Stock”), at an ~~aggregate~~ offering ~~amount~~price of up$0.55 toper ~~$10,000,000~~Share ~~(the~~and ~~“Shares”~~(ii) an ~~during~~aggregate ~~the term~~ of ~~the Agreement through Maxim~~725,000 aspre-funded ~~sole~~common ~~sales~~stock ~~agent~~purchase warrants (the “~~ATM~~Pre-Funded ~~Offering~~Warrants”). ~~The~~to ~~Company~~purchase ~~has~~725,000 ~~agreed to~~shares ~~pay~~of ~~Maxim~~Common aStock ~~commission~~at ~~equal~~an tooffering ~~3.0%~~price of ~~the~~$0.5499 ~~gross~~per ~~sales~~Pre-Funded ~~price~~Warrant ~~from~~ (the ~~sales~~“Pre-Funded ofWarrant Shares”, ~~pursuant~~and tocollectively with the “Pre-Funded ~~Agreement.~~Warrants” Inand ~~addition~~“Shares”, the ~~Company has~~“Securities”). ~~agreed~~The toPre-Funded Warrants ~~reimburse~~will ~~Maxim~~have ~~for~~an ~~its~~exercise ~~costs~~price ~~and out-~~of~~-pocket~~ ~~expenses~~$0.0001 ~~incurred~~per ~~in connection with its services~~share, ~~including~~will ~~the~~be ~~fees~~exercisable immediately and ~~out-of-pocket~~ ~~expenses~~will ofexpire ~~its~~when ~~legal~~exercised ~~counsel~~in full.

~~Sales of~~A ~~the~~holder ~~Shares,~~will ifnot ~~any,~~have ~~under~~ the ~~Agreement~~right ~~may~~to beexercise ~~made through~~ any portion ~~method~~of ~~permitted~~the ~~by law to be “at~~Pre-~~the-market~~Funded ~~equity~~Warrants ~~offerings” as~~if ~~defined in Rule 415 under~~ the ~~Securities~~holder ~~Act~~(together ofwith ~~1933,~~its asaffiliates) ~~amended,~~would ~~including~~beneficially ~~sales~~own ~~made~~in byexcess ~~means~~ of ~~ordinary~~4.99% ~~brokers’ transactions, including on The Nasdaq Capital Market, at market prices~~ or ~~as otherwise agreed with Maxim~~9.99%, ~~The Company has no obligation to sell any~~as ~~of the Shares under the Agreement and no assurance can be given that the Company will sell any Shares under the Agreement~~applicable, orof ~~if it does, as to~~ the ~~price~~number ~~or amount~~ of ~~Shares~~shares ~~that the Company will sell, or the dates on which any such sales will take place. The offering~~ of ~~Shares~~ ~~pursuant~~Common toStock ~~the~~outstanding ~~Agreement~~immediately ~~will~~after ~~terminate~~giving oneffect ~~the earliest of (i) the sale, pursuant~~ to the ~~Agreement~~exercise, ofas ~~Shares~~such ~~having~~percentage ~~an aggregate~~ownership ~~offering~~is ~~price~~determined ofin ~~$10,000,000~~accordance orwith ~~(ii)~~ the ~~termination~~terms of the ~~Agreement~~Pre-Funded ~~as permitted therein~~Warrants.

The Shares will be ~~issued~~offered by the Company pursuant to ~~the~~a ~~Company’s~~prospectus ~~Registration~~supplement ~~Statement~~to a registration statement on Form S-3 (File No. 333-270628), which was filed with the Securities and Exchange Commission ~~that~~(the ~~was~~“Commission”) ~~declared effective~~ on ~~April~~March 616, 2023~~. On October 20~~, ~~2025,~~and ~~the~~was ~~Company~~declared ~~filed a prospectus supplement~~effective ~~registering~~by ~~up to $4,086,645 of Shares relating to~~ the ~~ATM~~Commission ~~Offering~~on ~~with~~April ~~the~~6, ~~Securities and Exchange Commission~~2023.

~~The~~Also ~~foregoing~~on ~~summary~~October of28, 2025, the ~~Agreement~~Company ~~does~~entered ~~not~~into ~~purport~~a toplacement beagency ~~complete~~agreement ~~and~~(the is“Placement ~~qualified~~Agency inAgreement”) ~~its~~with ~~entirety~~Maxim Group byLLC ~~reference to~~ (the ~~full~~“Placement ~~text~~Agent”) ~~of the~~pursuant ~~Agreement,~~to awhich ~~copy~~the ofCompany ~~which~~engaged isthe ~~filed~~Placement Agent as ~~Exhibit~~the ~~10.1~~exclusive ~~hereto~~placement ~~and~~agent in ~~incorporated~~connection ~~herein~~with bythe ~~reference~~Offering. The ~~Agreement~~Company ~~contains~~agreed ~~representations and~~to ~~warranties~~pay ~~that~~ the ~~parties~~Placement ~~made~~Agent ~~to,~~a ~~and~~cash ~~solely~~fee ~~for~~equal ~~the~~to ~~benefit~~seven ~~of,~~percent ~~the~~(7.0%) ~~other in the context~~ of ~~all of~~ the ~~terms and conditions of~~gross ~~the~~proceeds ~~Agreement~~from ~~and in~~ the ~~context~~sale of the ~~specific relationship between the parties~~Securities. The Company ~~provisions~~also ofagreed ~~the~~to ~~Agreement,~~reimburse ~~including~~ the ~~representations and~~Placement ~~warranties~~Agent ~~contained therein, are not~~ for ~~the benefit~~ out-of-pocket ~~any~~expenses, ~~party~~including ~~other than~~ the ~~parties~~reasonable tofees ~~the~~of ~~Agreement~~legal ~~and~~counsel ~~are~~ not ~~intended as~~to aexceed ~~document~~$50,000. ~~for~~The ~~investors~~Placement ~~and~~Agency ~~the~~Agreement ~~public~~also tocontains ~~obtain~~representations, ~~factual information about the Company’s current state of affairs. Rather~~warranties, ~~investors~~ indemnification and ~~the public should look to~~ other ~~disclosures~~provisions ~~contained~~customary for intransactions ~~the~~of ~~Company’s~~this ~~filings with the Securities and Exchange Commission~~nature.

The Offering is expected to close on October 29, 2025. The aggregate gross proceeds to the Company from the Offering will be approximately $7 million before deducting the Placement Agent’s fees and related offering expenses. The Company intends to use proceeds from the Offering for working capital and general corporate purposes.

The foregoing summaries of the Purchase Agreement, the Pre-Funded Warrant and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 4.1 and 1.1, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the opinion of Dorsey & Whitney LLP relating to the legality of the issuance and sale of ~~Shares in~~ the ~~ATM~~Shares ~~Offering~~ is attached as Exhibit 5.1 hereto.

Item 8.01. Other Events

On October 28, 2025, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of the Offering. A copy of the Pricing Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding the closing of the ~~proposed ATM~~ Offering and anticipated use of proceeds. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including but not limited to risks related to the closing of the ~~ATM~~ Offering and other risks described in the Company’s filings with the ~~Securities and Exchange~~ Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements are based on current expectations and assumptions, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Item 1 9.0201. ~~Termination~~Financial ofStatements aand ~~Material Definitive Agreement~~Exhibits

~~Effective September 30, 2025, the Company terminated~~(d) the Amended and Restated Equity Distribution Agreement dated April 25, 2025, by and between the Company, Piper Sandler & Co., and Clear Street LLC, which provided for sales of the Company’s common stock in an at-the-market offering.Exhibits

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
1.1		Placement Agency Agreement, dated as of October 28, 2025, by and between the Company and Maxim Group LLC
4.1		Form of Pre-Funded Warrant
5.1		Opinion of Dorsey & Whitney LLP
10.1		Form of Securities Purchase Agreement
23.1		Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
99.1		Pricing Press Release, dated October 28, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~(d) Exhibits~~SIGNATURE

Exhibit No.		Description
5.1		Opinion of Dorsey & Whitney LLP
10.1		Equity Distribution Agreement between Co-Diagnostics, Inc. and Maxim Group LLC, dated October 20, 2025
23.1		Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

SIGNATURE

	CO-DIAGNOSTICS, INC.

Date: October 29, 2025	By:	/s/ Brian Brown
	Name:	Brian Brown
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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: October 20, 2025	By:	/s/ Brian Brown
	Name:	Brian Brown
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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