UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 - Material Modification to Rights of Security Holders
As previously disclosed, on December 5, 2025, at a special meeting of the stockholders of Co-Diagnostics, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization from our stockholders.
On December 29, 2025, the Company’s Board of Directors approved a reverse stock split ratio of 1-for-30. The Company filed the Amendment with the Secretary of State of the State of Utah on December 29, 2025, which will be effective at 11:59 pm Mountain Time on Thursday, January 1, 2026. The Company’s shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market commencing upon market open on January 2, 2026. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Amendment.
As a result of the reverse split, every thirty shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock, par value $0.001 per share. The Company will not issue any fractional shares in connection with the reverse stock split. Instead, the number of shares will be rounded up to the next whole number. The reverse stock split will not modify the rights or preferences of the common stock.
Immediately after the reverse stock split becomes effective, there will be approximately 2,095,031 shares of common stock issued and outstanding. The common shares will trade under a new CUSIP number, 189763204, effective January 2, 2026, and continue to trade under the symbol “CODX.” All stock options and warrants of the Company outstanding immediately prior to the reverse stock split have been proportionally adjusted.
The Company has appointed its transfer agent, VStock Transfer, LLC, to act as exchange agent for the reverse stock split. Stockholders owning shares via a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not be required to take further action in connection with the reverse stock split, subject to brokers’ particular processes.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD. Disclosure.
On December 30, 2025, the Company issued a press release announcing the reverse stock split. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Co-Diagnostics, Inc. | |
| 99.1 | Press release dated December 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: | December 30, 2025 | By: | /s/ Brian Brown | |
| Brian Brown | ||||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||||