Co-Diagnostics, Inc.: enters loan agreement for up to $3,100,000

What happened

• The company reported that on Oct 9, 2026 it entered into a Loan Agreement with J.J. Astor & Co. under which the lender agreed to provide loans in an aggregate principal funding amount of up to $3,100,000. At the initial closing the lender funded an initial loan of $2,100,000 and the company issued an initial senior secured convertible installment promissory note with an original principal amount of $2,835,000.

Key details

• The original principal amounts reflect a factor rate of 1.35 times funded amounts; the lender retained a 4% origination fee from the initial funded amount, producing initial net cash proceeds of approximately $2,016,000 before other transaction expenses.
• The company may elect, beginning 60 days after the Loan Agreement, to borrow an additional $1,000,000 and issue an additional note with an original principal amount of $1,350,000.
• The notes are payable in 30 weekly installments, secured by a senior-priority lien on substantially all assets of the company and its subsidiaries, and require the company to maintain a minimum cash balance of $250,000 while outstanding.
• Upon an event of default the outstanding principal is increased to 120% of the then-outstanding amount and bears default interest at 19% per annum, compounded daily; the lender may convert amounts under the notes into common stock at a conversion price tied to a VWAP-based discount with a floor tied to Nasdaq minimum pricing and other limits.
• The company issued 600,000 common shares to the lender as commitment shares at closing, subject to a make-whole provision if the closing price is less than $0.218; the company must file a registration statement within 30 days and cause it to be effective within 60 days to register resale of shares representing 200% of the conversion and commitment shares (assuming issuance of the additional note).
• The company, the lender and Maxim Group LLC entered an ATM waterfall distribution agreement under which 100% of net proceeds from the company’s at-the-market program are remitted to a deposit account controlled by the lender; the initial $1,000,000 of such net proceeds is payable to the lender and thereafter specified percentages of ATM proceeds are applied to the notes versus released to the company.
• The company entered a placement agency agreement with Maxim under which Maxim receives a cash fee equal to 5.0% of gross proceeds at the initial closing and any additional closings and reimbursement of certain expenses up to $5,000, and a 5.0% transaction fee for certain financings within 12 months.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 2.03 (creation of a direct financial obligation) and Item 3.02 (unregistered sales of equity securities). Item 1.01 covers the Loan Agreement and related documents, Item 2.03 covers the notes as new debt obligations, and Item 3.02 covers the issuance of the 600,000 commitment shares. The filing does not show why the insider traded or why the company acted.