Co-Diagnostics, Inc. 8-K

What Happened

• Co-Diagnostics, Inc. (CODX) filed a Form 8-K (Items 3.03 and 7.01) disclosing that stockholders approved an amendment authorizing a reverse stock split (ratio between 1-for-2 and 1-for-30) at a special meeting on December 5, 2025. On December 29, 2025, the Board approved the maximum 1-for-30 ratio and filed the Certificate of Amendment with the Utah Secretary of State. The amendment becomes effective at 11:59 pm Mountain Time on January 1, 2026, and CODX shares will trade on a split-adjusted basis on the Nasdaq Capital Market at market open January 2, 2026.

Key Details

• Reverse split ratio: 1-for-30 (board-approved Dec 29, 2025).
• Effective date/time: 11:59 pm MT on January 1, 2026; split-adjusted trading begins Jan 2, 2026.
• Post-split outstanding shares: approximately 2,095,031 common shares.
• New CUSIP: 189763204; ticker remains "CODX".
• Fractional shares: no fractional shares issued—share totals will be rounded up to the next whole share.
• Options and warrants: all outstanding stock options and warrants will be proportionally adjusted.
• Transfer agent/exchange agent: VStock Transfer, LLC. Press release announcing the split furnished as Exhibit 99.1.

Why It Matters

• A reverse stock split reduces the number of outstanding shares and increases the per-share representation of the company; it does not change shareholders’ proportional ownership or the rights and preferences of the common stock.
• For investors, expect account positions held through brokers to be automatically adjusted (subject to each broker’s process), a new CUSIP number, and potential changes in share price and liquidity metrics on a per‑share basis after the split.
• The disclosure is procedural and non‑speculative: the company confirmed the mechanics (rounding policy, adjustments to options/warrants) and provided a press release and amended certificate of incorporation.