v3.26.1
Equity Transactions
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity Transactions

Note 8 – Equity Transactions

 

Reverse Stock Split

 

On January 1, 2026, the Company effected a 1-for-30 reverse stock split of its common stock. The Reverse Stock Split did not change the par value of the Company’s common stock, which remains $0.001 per share, nor did it change the number of authorized shares of common stock.

 

Proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards and warrants, as well as to the applicable exercise prices. All historical and per-share information has been retroactively adjusted to reflect the Reverse Stock Split.

 

At-the-Market Agreement

 

The Company previously maintained an Amended and Restated Equity Distribution Agreement (the “Prior ATM Agreement”) with Piper Sandler & Co. (“Piper Sandler”) and Clear Street, LLC (“Clear Street”), pursuant to which the Company could offer and sell shares of its common stock having an aggregate offering price of up to $17,111,650 from time to time through Piper Sandler and Clear Street, acting as sales agents, under a prospectus supplement dated October 18, 2024. As of December 31, 2025, the Company had sold 151,675 shares of common stock under the Prior ATM Agreement, resulting in net proceeds to the Company of $1,660,805. The Prior ATM Agreement was subsequently terminated, and no further sales will be made under that program.

 

On October 20, 2025, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”) to establish an at-the-market (“ATM”) equity offering program. Pursuant to the Equity Distribution Agreement, the Company was authorized to offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $10.0 million, from time to time through Maxim, acting as the Company’s sales agent. Under the terms of the Equity Distribution Agreement, the Company agreed to pay Maxim a commission equal to 3.0% of the gross proceeds from the sale of shares and to reimburse Maxim for certain legal and other out-of-pocket expenses. The shares were offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-270628), which expired on April 6, 2026. As of June 30, 2026, the Company had sold 1,539,101 shares of common stock under the Equity Distribution Agreement, resulting in net proceeds to the Company of approximately $4,593,234.

 

On May 12, 2026, the Company filed a new shelf registration statement on Form S-3 (File No. 333-295803), which was declared effective by the Securities and Exchange Commission on May 15, 2026. On July 27, 2026, the Company amended the Equity Distribution Agreement and filed a prospectus supplement under the new shelf registration statement pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to approximately $7,901,383 through Maxim. Sales under the amended Equity Distribution Agreement, if any, may be made in transactions deemed to be “at-the-market” offerings under Rule 415 promulgated under the Securities Act of 1933, as amended. Maxim will be entitled to a commission equal to 3.0% of the gross sales price of shares sold. The approximately $7,901,383 offering amount reflects the maximum amount the Company was eligible to offer under General Instruction I.B.6 of Form S-3 as of the date of the prospectus supplement.

 

 

Private Placement Transaction

 

On May 19, 2026, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”) for aggregate gross proceeds of $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. Maxim Group LLC (“Maxim”) acted as the exclusive placement agent for the Private Placement. The Company paid approximately $259,989 in fees to Maxim.

 

As part of the Private Placement, the Company agreed to issue (i) 54,915 shares of the Company’s common stock (the “Shares”), par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase 1,592,532 shares of Common Stock (the “Pre-Funded Warrants”) with an exercise price of $0.0001 per share, and (iii) warrants to purchase 3,294,894 shares of Common Stock (the “Common Warrants”), with an exercise price of $1.571 per share. The Common Warrants are exercisable immediately and expire five years from issuance. The Pre-Funded Warrants are exercisable immediately and terminate when exercised in full. During the three months ended June 30, 2026, 1,192,532 of the Pre-Funded Warrants were exercised by the Purchasers.

 

In accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s own Equity, the Company determined that all the different warrants issued met the conditions for equity classification and were included as a component of total stockholders’ equity.

 

Warrants

 

The Company has issued warrants related to acquisition and financing transactions.

 

The following table provides the weighted-average exercise price and remaining contractual life for each warrant outstanding as of June 30, 2026 and December 31, 2025:

   June 30, 2026 
           Weighted-Average 
   Number of   Weighted-Average   Remaining Contractual 
   Warrants   Exercise Price   Life (in Years) 
2021 Acquisition Related Warrants   15,500   $273.75    0.51 
May 2026 Pre-Funded Warrants   400,000   $0.00    Indefinite 
May 2026 Warrants   3,294,894   $1.57    4.96 

 

   December 31, 2025 
           Weighted-Average 
   Number of   Weighted-Average   Remaining Contractual 
   Warrants   Exercise Price   Life (in Years) 
2021 Acquisition Related Warrants   15,500   $273.75            1.00 

 

The following table summarizes warrant activity for the six months ended June 30, 2026:

 

   Related Warrants   Pre-Funded Warrants   May 2026 Warrants 
   2021 Acquisition   May 2026    
   Related Warrants   Pre-Funded Warrants   May 2026 Warrants 
Outstanding at December 31, 2025   15,500    -    - 
Issued   -    1,592,532    3,294,894 
Expired   -    -    - 
Forfeited/Cancelled   -    -    - 
Exercised   -    (1,192,532)   - 
Outstanding at June 30, 2026   15,500    400,000    3,294,894 

 

 

There are 3,694,894 warrants exercisable at June 30, 2026. The ability to exercise the 15,500 warrants issued in connection with acquisitions in prior years is contingent upon the achievement of certain development and revenue milestones on or before January 1, 2027.

 

Share Repurchase Program

 

In March 2022, the Company’s Board of Directors authorized a share repurchase program that would allow the Company to repurchase up to $30.0 million of CODX common stock. The repurchase program does not obligate the Company to acquire any particular number of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The timing and amount of any share repurchases under the share repurchase program will be determined by Co-Diagnostics’ management at its discretion based on ongoing assessments of the capital needs of the business, the market price of the Company’s common stock, corporate and regulatory requirements, and general market conditions.

 

For accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered issued but not outstanding. No shares were repurchased during the three and six months ended June 30, 2026.