Co-Diagnostics, Inc. 8-K

What Happened
Co-Diagnostics, Inc. (CODX) announced a private placement dated May 19, 2026 (expected to close May 21, 2026) that will raise $3.0 million in gross proceeds through the sale of common stock, pre-funded warrants and common warrants to institutional and accredited investors. Maxim Group LLC acted as exclusive placement agent. The company says net proceeds will be used for general corporate purposes and working capital.

Key Details

• Gross proceeds: $3.0 million (before placement agent fees and expenses).
• Securities issued: 54,915 shares of common stock; Pre-Funded Warrants to purchase 1,592,532 shares (exercise price $0.0001); Common Warrants to purchase 3,294,894 shares (exercise price $1.571).
• Pricing: purchase price of $1.821 per common share with associated common warrant; $1.8209 per pre-funded warrant with associated common warrant. Common Warrants exercisable immediately, expire in 5 years; Pre-Funded Warrants exercisable immediately and terminate when fully exercised. Cashless exercise permitted in certain circumstances.
• Placement agent fees & expenses: Maxim to receive 7.0% of gross proceeds plus reimbursement of reasonable expenses (including $50,000). Additional compensation applies to certain financings within 12 months involving investors introduced by Maxim.
• Registration and transfer limits: Company agreed to file a resale registration statement within 15 days of May 19, 2026 (to be effective within 30 days or 60 days if SEC review). Holders face beneficial ownership limits (4.99% default, option to elect 9.99% prior to issuance). The securities were sold as unregistered offerings under Section 4(a)(2) and Rule 506(b) of Regulation D.

Why It Matters
This financing provides CODX with immediate capital for operations and working capital without a public offering, but it also creates potential future dilution from nearly 5 million warrant shares if exercised. The registration commitment should allow resale liquidity for purchasers once effective, and the company and insiders are subject to temporary issuance and transfer restrictions that may limit near-term additional equity offerings or insider sales. Investors should note the exercise terms, ownership caps, and potential dilution when assessing CODX’s share count and capital structure going forward.