What changed in this filing

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Item 9A. Controls and Procedures

2021-03-25 compared with 2020-03-30 · 417 added, 295 removed, 306 unchanged (70% of the section changed)

8 unchanged sentences

principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this annual report on Form 10-K, an

evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, to assess the effectiveness of our disclosure controls and procedures.

Based on the evaluation of

our disclosure controls and procedures as of December 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded

that, as a result of material weaknesses in our internal control over financial reporting and discussed below, our disclosure

controls and procedures were not effective as of December 31, 2019.

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness

of our disclosure controls and procedures as of December 31, 2020.

Based on the evaluation, management has concluded that our

disclosure controls and procedures are effective as of December 31, 2020 to provide reasonable assurance regarding the reliability

of our financial reporting and the preparation of our financial statements for external

reporting purposes in accordance with U.S.

generally accepted accounting principles.

in Internal Control Over Financial Reporting

have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-

15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2020 that have materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting, except as follows

Weakness Remediation

material weakness previously identified during management’s assessment and reported in our 2019 Form 10-K was the lack of

sufficient technical expertise on certain accounting and tax requirements for new and unusual transactions.

These control deficiencies

could have resulted in a material misstatement of accounts or disclosures that would result in a material misstatement to our

interim or annual financial statements that would not be prevented or detected.

address the material weakness reported in our 2019 Form 10-K, we have hired an additional employee in our accounting team and

have increased the involvement of consultants with the required expertise to help ensure new and unusual transactions are appropriately

recorded and reviewed in order to remediate the material weakness.

connection with the identification of an error that resulted in the restatement of our condensed consolidated financial statements

included in our Quarterly Report on Form 10-Q/A for the period ended June 30, 2020, we also identified a material weakness related

to controls over the purchasing and receiving of inventory.

Specifically, there was a lack of formalized purchasing and receiving

processes and controls and the functions were decentralized.

address the material weakness reported in our Quarterly Report on Form 10-Q/A for the period ended June 30, 2020, we have centralized

the purchasing and receiving functions and have added new processes and controls to ensure purchasing and receiving are recorded

completely and accurately.

Furthermore, we have ensured inventory is counted on a quarterly basis to help ensure inventory is

recorded accurately.

a result of these efforts, the Company determined that the material weaknesses were remediated, and our internal control over

financial reporting was effective as of December 31, 2020.

Management’s

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Integrated Framework (2013).

on this evaluation, management determined that our internal control over financial reporting was not effective as of December

31, 2019 due to the material weakness described below.

material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more

than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected

on a timely basis.

material weakness identified during management’s assessment was the lack of sufficient technical expertise on certain accounting

and tax requirements for new and unusual transactions.

These control deficiencies could result in a material misstatement of accounts

or disclosures that would result in a material misstatement to the Company’s interim or annual financial statements that

would not be prevented or detected.

Accordingly, management has determined that these control deficiencies constitute a material

Company hired an independent consulting company to provide recommendations for improving our internal control given the size of

the Company’s accounting staff.

To the extent possible with the current accounting staff, some of the internal control recommendations

have been implemented.

However, the material weakness had not been fully remediated as December 31, 2019.

The Company plans to

further increase the involvement of consultants with the required expertise and or increase the accounting staff to remediate

the material weakness.

Notwithstanding

the material weaknesses, management has concluded that the Consolidated Financial Statements included in this Annual Report on

Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows

of the Company for the periods presented in conformity with U.S.

on this evaluation, management determined that our internal control over financial reporting was effective as of December 31,

Annual Report does not include an attestation report by our independent registered public accounting firm regarding internal control

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report in the 10-K.

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures

and internal control over financial reporting are intended to be designed to provide reasonable assurance of achieving their objectives.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting

will prevent or detect all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system

must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments

in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures

may deteriorate.

Because of the inherent limitations in a cost–effective control system, misstatements due to error or fraud

may occur and not be detected.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

following table sets forth the names, ages and positions of our executive officers and directors:

following table sets forth the names, ages and positions of our executive officers and directors as of March 25, 2021.

of Directors is currently comprised of five members, who are elected annually to serve for one year or until their successor is

duly elected and qualified, or until their earlier resignation or removal.

Executive officers serve at the discretion of the Board

of Directors.

Executive Officer, President and Chairman of the Board

Financial Officer and Secretary

Egan has been an officer and director since April 2013.

Egan has been engaged in private investment business from February

1999 to the present.

He was a senior executive at Data Broadcasting Corporation, a leading provider of wireless, real-time financial

market data, news and sophisticated fixed- income portfolio analytics to 27,000 individual and professional investors from 1995

He co-founded and served as CEO and Chairman of the Board of Broadcast International, Inc.

from 1984 to 1995, when Data

Broadcasting Corporation acquired Broadcast International and created CBS MarketWatch , a leading financial news site and

participated in its initial public offering.

Egan’s prior experience in directing a public company and working with

capital markets gives him valuable experience in advising the board on matters of finance and operations.

L Benson has been Chief Financial Officer and Secretary from November 2014 to the present and a director from November 2014

Since September, 2008 to the present, in addition to the private practice of law, he is a founder and partner of

Legends Capital Group, LLC, a privately held venture capital group that identifies investment opportunities in natural resources,

bio tech and technology fields.

From October 2004 to September 2008 he was employed as Chief Financial Officer, Secretary, and

General Counsel and member of Board of Directors of Broadcast International, Inc., a publicly traded communications services company.

From 2001 to October 2004, he was in the private practice of law where his practice focused on tax and business related matters.

From July 1995 to January 2001 he was secretary and general counsel for Data Broadcasting Corporation, a provider of market information

to individual investors.

Counsel, Secretary and former Chief Financial Officer

Financial Officer

Egan serves as our President and Chief Executive Officer and has been an officer and director since April 2013.

been engaged in private investment business from February 1999 to the present.

He was a senior executive at Data Broadcasting

Corporation, a leading provider of wireless, real-time financial market data, news and sophisticated fixed- income portfolio analytics

to 27,000 individual and professional investors from 1995 to 1999.

He co-founded and served as CEO and Chairman of the Board of

Broadcast International, Inc.

from 1984 to 1995, when Data Broadcasting Corporation acquired Broadcast International and created

CBS MarketWatch , a leading financial news site and participated in its initial public offering.

Egan’s prior

experience in directing a public company and working with capital markets gives him valuable experience in advising the board

on matters of finance and operations.

Benson has been Secretary from November 2014 to the present and was our Chief Financial Officer from November 2014 to February

He currently is our General Counsel and was a director from November 2014 to May 2017.

Since September 2008 to the present,

in addition to the private practice of law, he is a founder and partner of Legends Capital Group, LLC, a privately held venture

capital group that identifies investment opportunities in natural resources, bio tech and technology fields.

From October 2004

to September 2008, he was employed as Chief Financial Officer, Secretary, and General Counsel and member of Board of Directors

of Broadcast International, Inc., a publicly traded communications services company.

From 2001 to October 2004, he was in the

private practice of law where his practice focused on tax and business-related matters.

From July 1995 to January 2001, he was

secretary and general counsel for Data Broadcasting Corporation, a provider of market information to individual investors.

Benson received his J.D.

degree from the University of Utah School of Law in 1976 and a Bachelor

of Science Degree in Accounting from the University of Utah in 1971.

degree from the University of Utah School of Law in 1976 and a Bachelor of Science Degree in Accounting

from the University of Utah in 1971.

Benson became a Certified Public Accountant in 1974.

Benson’s experience in finance, accounting and business consulting, together with his role as our CFO and prior public

company directorship, provide Mr.

Benson with expertise enabling critical input to our company.

Durenard is the Founder and CEO of Hyperbolic Holdings, a Swiss-based holding, management consulting and investment advisory

company specialized in healthcare since February 2018.

He is co-Founder and CIO of Healthcare Impact Holdings, an investment fund

specialized in later-stage healthcare private ventures since May 2018.

He is co-Founder and Trustee of Healthcare Impact Foundation

(Europe), a charitable organization designed to sustainably fund the translation of innovation in life sciences since September

He is co-Founder of Global Better Health, a platform designed to provide scientifically-based corporate wellness and preventive

programs since December 2018.

Since 2013 he has been advisor to certain family offices in healthcare investments and philanthropy.

In 2006 he co-founded Orion Investment Management, an institutional asset manager in Bermuda.

After its sale in 2011 to Capital

G and until 2013 he co-headed their asset management group.

Durenard brings a thorough multi-asset class investment and entrepreneurial

experience spanning 20 years to the Company’s Board of Directors.

He received his Ph.D.

in Mathematics at Harvard in 1995

before beginning his career with Salomon Brothers in London in proprietary research.

Murphy, who joined our Board of Directors in June 2019, currently serves as a senior vice president and a partner of Dover

Investments Ltd., a private investment firm.

Benson’s experience in

finance, accounting and business consulting, and prior public company directorship, provide Mr.

Benson with expertise enabling

critical input to our company.

Brown became our Chief Financial Officer in February 2021.

From July 2020 until February 2021, Mr.

Brown served as the Chief

Financial Officer of A-Core Concrete Cutting, Inc.

where his duties included overseeing the company’s accounting and finance

departments, mergers and acquisitions and was responsible for financial forecasting and budgeting.

From August 2019 to December

Brown served as the Vice President of Accounting, Treasury and Investor Relations at Sportsman’s Warehouse Holdings,

Inc., a public company reporting on Nasdaq Global Select under the symbol SPWH, where his duties included overseeing the company’s

accounting, treasury and investor relations departments, preparing the company’s annual, quarterly and current reports with

the SEC, overseeing all aspects of the company’s annual audit, including, but not limited to, the preparation and review

of audit support schedules, preparation of financial statements and footnotes, and providing support to the company’s independent

From October 2009 to August 2019, Mr.

Brown served as the Director of Finance of Sportsman’s Warehouse Holdings,

where he assisted with the Company’s initial public offering in April 2014 as well as effecting private and secondary

public offerings, acquisitions of a group of retail stores and preparing the company’s periodic and current reports with

the SEC under the Exchange Act and complying with the Sarbanes Oxley Act.

From May 2005 to October 2009, Mr.

Brown served as the

Corporate Controller of Franklin Covey Products where he developed and maintained the company’s internal controls over financial

reporting structure in accordance with the control standards required under Section 404 of the Sarbanes Oxley Act.

From July 2001

to May 2005, Mr.

Brown served as an Assurance Senior at KPMG, LLP where he provided audit services to various clients in multiple

Brown holds a Bachelor of Arts in Accounting and Masters of Professional Accountancy from the University of Utah.

Brown is a licensed CPA in Utah.

Durenard has been a member of our Board of Directors since June 2019.

Durenard is the Founder and CEO of Hyperbolic Holdings,

a Swiss-based holding, management consulting and strategy advisory company specialized in healthcare.

Durenard brings an investment

and entrepreneurial experience spanning 20 years.

For the last 7 years he has been working with family offices on direct investments

and philanthropy focused on life sciences.

He serves on the advisory board of several private companies in the biotech and MedTech

sectors as well as an impact venture fund focused on healthcare.

After an initial career in proprietary research and trading at

Salomon Brothers and Credit Suisse in London, he co-founded Orion Investment Management in Bermuda specializing in quantitative

asset and liability management for institutions and private clients.

He subsequently sold it to Capital G Bank and co-headed their

asset management.

Durenard spent several years establishing personal connections with representatives of 40+ clusters of life

science innovation, families operating healthcare businesses and industry leaders globally.

He regularly visits labs and incubators,

meets with leading scientists and innovators in order to keep abreast of current trends and developments.

His advice is based

on a thorough analysis that combines in-depth knowledge of science, competitive forces and financial expertise.

He has published

several articles in asset-liability management industry magazines as well as the book “Professional Automated Trading —

Theory and Practice”

(Wiley 2013).

He has a PhD in Mathematics from Harvard University.

Durenard brings a thorough multi-asset

class investment and entrepreneurial experience spanning 20 years to the Company’s Board of Directors.

Murphy has been a member of our Board of Directors since June 2019.

Murphy currently serves as a senior vice president

and a partner of Dover Investments Ltd., a private investment firm.

Throughout his career, Mr.

Murphy’s duties have included investment analysis

of various types of investment projects in real estate and financial services.

Murphy’s duties have included

investment analysis of various types of investment projects in real estate and financial services.

Currently, Mr.

Murphy serves on the board of directors

of several Canadian publicly reporting companies that have interests in various industries.

He has been a Director at Empire Minerals

Corporation Inc.

Murphy serves

on the board of directors of several Canadian publicly reporting companies that have interests in various industries.

a Director at Empire Minerals Corporation Inc.

since January 2016, at Digicrypts Blockchain Solutions Inc.

since June 2011, at Lakefield Marketing Corporation

since February 2018, and at the Mosport Park Entertainment Corporation since April 30, 1997.

He served as a Director at Aurquest

Resources from May 2003 to December 2017.

Murphy’s experience in the capital markets outside the United States and his

involvement in investment analysis shall be a benefit to the Board of Directors.

Serbin, who joined our Board of Directors in May 2017, currently serves as a consultant to many companies in the healthcare

He was the President of Corporate Development and In-House Legal Counsel at Life Science Institute, LLC, from June 1,

2013 to July 15, 2014.

Serbin is a global strategy advisor, pharmacist and entrepreneur with credentials both in pharmacy

and law, complemented by more than 40 years of service as an FDA regulatory attorney and patent attorney in the healthcare industry.

He was appointed to the Advisory Board of Cure Pharmaceutical in January 2017 and has been a Member of Advisory Board at Prime

since June 2011, at

Lakefield Marketing Corporation since February 2018, CEO/CFO and Director of Credo Resources Inc.

since September 2019, and at

the Mosport Park Entertainment Corporation since April 30, 1997.

He served as a Director at Aurquest Resources from May 2003 to

December 2017.

Murphy’s experience in the capital markets outside the United States and his involvement in investment

analysis is a benefit to the Board of Directors.

Serbin has been a member of our Board of Directors since May 2017.

Serbin currently serves as a consultant to many companies

in the healthcare industry.

He was the President of Corporate Development and In-House Legal Counsel at Life Science Institute,

LLC, from June 1, 2013 to July 15, 2014.

Serbin is a global strategy advisor, pharmacist and entrepreneur with credentials

both in pharmacy and law, complemented by more than 40 years of service as an FDA regulatory attorney and patent attorney in the

healthcare industry.

He was appointed to the Advisory Board of Cure Pharmaceutical in January 2017 and has been a Member of Advisory

Board at Prime Access, Inc.

since September 2015.

Serbin has been a Director at Rapid Nutrition Plc since November 18, 2014.

Director at Viropro Inc.

He served as Director at Viropro Inc.

from May 2013 to June 2014.

He was Head of Business Advisory Board at Mazal Plant Pharmaceuticals Inc.

He was Head of Business Advisory Board at Mazal Plant Pharmaceuticals

from October 2006 to September 2007 and also served as its Member of Business Advisory Board.

He served as Chief Executive Officer

of Optigenex Inc.

He served as Chief Executive

Officer of Optigenex Inc.

from July 2002 to September 15, 2005 and a director from July 2004 to September 2005.

From January 1999 until

July 2002 Mr.

From January 1999

until July 2002 Mr.

Serbin served as a consultant to various pharmaceutical companies.

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Pharmacy from Rutgers University and Rutgers University College of Pharmacy,

degree from Seton Hall Law School and a Masters Degree in Trade Regulations and Law from NYU Law School.

degree from Seton Hall Law School and a Master’s Degree in Trade Regulations and Law from NYU Law School.

Serbin’s

experience in business, law and medicine and knowledge gained as an advisor to the healthcare industry will be critical to our

Board of Directors as it commercializes its products.

Nelson is the retired Chairman and CEO of Sunworks, Inc., a NASDAQ traded commercial, agriculture, and residential solar Integrator

which he helped found in October 2010.

Nelson currently serves as strategic advisor to three other publicly traded companies.

Jim has spent most of his career working in private equity as a general partner with Peterson Partners and with Millennial Capital

In addition to his investment and financial responsibilities, he served as CEO of two of his firms’

experience in business, law and medicine and knowledge gained as an advisor to the healthcare industry is critical to our Board

of Directors as we continue to commercialize our products.

Nelson has been a member of our Board of Directors

since June 2019.

Nelson is the retired Chairman and CEO of Sunworks, Inc., a NASDAQ

traded commercial, agriculture, and residential solar Integrator which he helped found in October 2010.

Nelson currently serves

as strategic advisor to three other publicly traded companies.

Jim has spent most of his career working in private equity as a

general partner with Peterson Partners and with Millennial Capital Partners.

In addition to his investment and financial responsibilities,

he served as CEO of two of his firms’

portfolio companies.

Prior to his years in private equity, Mr.

Nelson served as Vice President of Marketing at Banana Republic, where he

managed company-wide marketing, as well as the company’s international expansion initiative.

He was also general manager

for Banana Republic’s catalog division.

He was Vice President of Marketing and Corporate Development at Saga Corporation,

a multi-billion-dollar food service company.

Jim began his executive career over 35 years ago at Bain and Company, a business

strategy consulting firm, where he managed teams of consultants on four continents.

Nelson received his MBA from Brigham Young

University, where he graduated summa cum laude and was named the Outstanding Master of Business Administration Graduate.

Nelson’s

advice to the Board of Directors from his experiences as a chief executive officer and strategic advisor shall be useful to the

Board of Directors.

Our directors generally

serve until the next annual or special meeting of shareholders held for the purpose of electing directors.

Our officers generally

serve at the discretion of the Board of Directors.

Egan serves as our president and chief executive officer.

Significant Employees

Satterfield has been our chief science officer and director since April 2013.

Satterfield has been employed by the Company

from January 31, 2015 to the present.

Prior to that he was the sole shareholder and owner of DNA Logix, Inc.

from January 2013

to January 31, 2015, and in DNA Logix he developed and patented the technology now owned by the Company.

He founded Co-Diagnostics

in April 2013 and is the first in his field to use engineering mathematics to design new DNA testing technology.

2008, he was employed by Arcxis Biotechnologies where he developed new diagnostic platforms for groups such as the Department

of Homeland Security, the National Biodefense Analysis and Countermeasures Center, the United States Army Medical Research Institute

of Infectious Disease, Sandia National Laboratories, the California Department of Public Health and numerous others.

Under fellowship

from the Department of Homeland Security, he received his Ph.D.

in 2007 in Bioengineering with an emphasis in entrepreneurship

and intellectual property law from Arizona State University in a dual-enrollment program with UC Berkeley.

Satterfield’s

experience with the science underlying all of the Company’s products and technology gives him valuable experience in advising

the board on the status of the products and our positioning in the diagnostic testing industry.

Nelson served as Vice

President of Marketing at Banana Republic, where he managed company-wide marketing, as well as the company’s international

expansion initiative.

He was also general manager for Banana Republic’s catalog division.

He was Vice President of Marketing

and Corporate Development at Saga Corporation, a multi-billion-dollar food service company.

Jim began his executive career over

35 years ago at Bain and Company, a business strategy consulting firm, where he managed teams of consultants on four continents.

Nelson received his MBA from Brigham Young University, where he graduated summa cum laude and was named the Outstanding Master

of Business Administration Graduate.

Nelson’s advice to the Board of Directors from his experiences as a chief executive

officer and strategic advisor is useful to the Board of Directors.

in Certain Legal Proceedings

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and Committee Matters

maintain an audit committee of the board, a compensation committee of the board and a corporate governance and nominating committee

of the board, each of which is discussed below.

We have not established a nominating committee of the board.

Our board has determined

maintain an audit committee of the board, a compensation committee of the board and a corporate governance committee and a nominating

committee of the board, each of which is discussed below.

We did not have a nominating committee of the board until December 2020.

Our board has determined that Messrs.

Durenard, Nelson, Murphy and Serbin are “independent”

under the definition of independence in the Marketplace

Rules of the NASDAQ listing requirements.

do not have a formal policy concerning shareholder recommendations of candidates for board of director membership.

Our board views

that such a formal policy is not necessary at the present time given the board’s willingness to consider candidates recommended

by shareholders.

Shareholders may recommend candidates by writing to our Secretary at our principal offices:

Drive, Suite D, Salt Lake City, Utah 84109, giving the candidate’s name, contact information, biographical data and qualifications.

A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director

should accompany any such recommendation.

Shareholders who wish to nominate a director for election are generally advised to submit

a shareholder proposal no later than December 31 for the next year’s annual meeting of shareholders.

under the definition of

independence in the Marketplace Rules of the NASDAQ listing requirements.

Committee and Financial Expert

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compensation committee currently includes Messrs.

Serbin, Nelson, and Durenard with Mr.

Serbin serving as chairman of the compensation

The functions of the compensation committee include reviewing and approving corporate goals relevant to compensation

for executive officers, evaluating the effectiveness of our compensation practices, evaluating and approving the compensation

of our chief executive officer and other executives, recommending compensation for board members, and reviewing and making recommendations

regarding incentive compensation and other employee benefit plans.

The Board of Directors has adopted a written compensation committee

A current copy of the compensation committee charter is available to shareholders on our website at www.codiagnostics.com .

Our board has determined that both of our directors serving on the compensation committee are “independent”

the definition of independence in the Marketplace Rules of the NASDAQ listing standards.

Governance and Nominating Committee

corporate governance and nominating committee currently include Messrs.

Nelson, Murphy and Serbin with Mr.

Serbin, Nelson, Murphy and Durenard with Mr.

Serbin serving as chairman of the

compensation committee.

The functions of the compensation committee include reviewing and approving corporate goals relevant to

compensation for executive officers, evaluating the effectiveness of our compensation practices, evaluating and approving the

compensation of our chief executive officer and other executives, recommending compensation for board members, and reviewing and

making recommendations regarding incentive compensation and other employee benefit plans.

The Board of Directors has adopted a

written compensation committee charter.

A current copy of the compensation committee charter is available to shareholders on our

website at www.codiagnostics.com .

Our board has determined that all of our directors serving on the compensation committee

are “independent”

under the definition of independence in the Marketplace Rules of the NASDAQ listing standards.

Governance Committee

corporate governance committee currently include Messrs.

Nelson, Murphy, Durenard and Serbin with Mr.

Nelson serving as chairman

of the corporate governance and nominating committee.

The functions of the corporate governance and nominating committee is identifying

and recommending candidates to fill vacancies on the Board of Directors.

Among its duties and responsibilities, the corporate

governance and nominating committee periodically evaluates and assesses the performance of the officers and directors;

the qualifications of candidates for director positions;

assists in identifying, interviewing and recruiting candidates for the

Board of Directors and reviews the composition of each committee of the Board of Directors.

A current copy of the corporate governance

and nominating committee charter is available to shareholders on our website at www.codiagnostics.com .

Our board has determined

all directors serving on the corporate governance and nominating committee are “independent”

under the definition

of independence in the Marketplace Rules of the NASDAQ listing standards.

of the corporate governance committee.

The functions of the corporate governance committee is to periodically evaluate and assess

the performance of the officers and directors to ascertain if the officers and directors are in compliance with the Company’s

stated policies and procedures and in compliance with the rules and regulations of the SEC and NASDAQ and the committee also reviews

the composition of each committee of the Board of Directors.

A current copy of the corporate governance a committee charter is

available to shareholders on our website at www.codiagnostics.com .

Our board has determined all directors serving on the

corporate governance committee are “independent”

under the definition of independence in the Marketplace Rules of

the NASDAQ listing standards.

nominating committee currently is comprised of Messrs.

Durenard, Nelson, Murphy and Serbin with Mr.

Murphy serving as chairman

of the nominating committee.

The nominating committee reviews the qualifications for candidates for the Board of Directors and

assists in identifying, interviewing, and recruiting candidates for the Board of Directors.

A current copy of the nominating committee

charter is available to shareholders on our website at www.codiagnostics.com .

Our board has determined all directors serving

on the nominating committee are “independent”

under the definition of independence in the Marketplace Rules of the

NASDAQ listing standards.

do not have a formal policy concerning shareholder recommendations of candidates for board of director membership.

Our board views

that such a formal policy is not necessary at the present time given the board’s willingness to consider candidates recommended

by shareholders.

Shareholders may recommend candidates by writing to our Secretary at our principal offices:

Drive, Suite D, Salt Lake City, Utah 84109, giving the candidate’s name, contact information, biographical data and qualifications.

A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director

should accompany any such recommendation.

Shareholders who wish to nominate a director for election are generally advised to submit

a shareholder proposal no later than December 31 for the next year’s annual meeting of shareholders.

Communication

15 unchanged sentences

Conflicts of interest involving an executive officer or a director are generally resolved by the board.

with Section 16(a) of the Exchange Act

Section 16(a) Reports

16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock,

2 unchanged sentences

Section 16(a) forms they file.

our knowledge, during the year ended December 31, 2019, our directors, executive officers and greater than 10% shareholders complied

with all Section 16(a) filing requirements.

prepares these reports for its directors and executive officers who request it on the basis on information obtained from them

and the Company’s records.

The Company believes that applicable Section 16(a) filing requirements were met during 2020 by

its directors and executive errors, except that due to inadvertent administrative errors, a Form 3 and two Forms 4 for Eugene

Durenard that were filed late, one Form 4 for Dwight Egan that was filed late, and three Forms 4 for Richard Serbin that were

have adopted a code of ethics for our principal executive officer, principal financial officer, controller, or persons performing

22 unchanged sentences

including the following:

(a) Development Milestones, (b) Financial Milestones and (c) Sales and Marketing Milestones.

(a) The Company’s extraordinary performance during the pandemic that resulted in the Company’s

first profitable year (b) Development Milestones, (c) Financial Milestones and (d) Sales and Marketing Milestones.

Our general compensation philosophy is designed to link an employee’s total cash compensation with our performance,

the employee’s department goals and individual performance.

Given our stage of operations and limited capital resources,

we are subject to various financial restraints in our compensation practices.

As an employee’s level of responsibility increases,

there is a more significant level of variability and compensation at risk.

The compensation committee believes linking incentive

compensation to our performance creates an environment in which our employees are stakeholders in our success and, thus, benefits

all shareholders.

Given our stage of operations and until recently, limited capital

resources, we were subject to various financial restraints in our compensation practices.

As an employee’s level of responsibility

increases, there is a more significant level of variability and compensation at risk.

The compensation committee believes linking

incentive compensation to our performance creates an environment in which our employees are stakeholders in our success and, thus,

benefits all shareholders.

Compensation Policy .

34 unchanged sentences

or adjust any proposed awards and changes to management compensation to be able to satisfy these responsibilities.

our 2015 Long-term Incentive Plan (the “2015 Plan”), the board of directors may issue incentive stock options to employees

and directors and non-qualified stock options to consultants of the company.

Options expire ten years after being granted.

granted vest in accordance with the vesting schedule determined by the board of directors, usually ratably over a two-year vesting

schedule upon the anniversary date of the grant.

Should an employee’s director’s or consultant’s relationship

with the company terminate before the vesting period is completed, the unvested portion of each grant is forfeited.

to maintain and grant awards under the 2015 Plan which will remain in effect its expiration by its terms.

The number of unissued

stock options authorized under the 2015 Plan at December 31, 2019 was 3,978,183.

On February 10, 2020 we issued an aggregate

of 100,000 options to the four independent members of our Board of Directors.

Incentive Plans

our Amended and Restated 2015 Long-term Incentive Plan (the “2015 Plan”), the board of directors may issue incentive

stock-based awards to employees, directors and consultants of the company.

Options awarded generally expire ten years after being

Any stock-based awards granted vest in accordance with the vesting schedule determined by the board of directors.

an employee’s director’s or consultant’s relationship with the company terminate before the vesting period is

completed, the unvested portion of each grant is forfeited.

We continue to maintain and grant awards under the 2015 Plan which

will remain in effect its expiration by its terms.

The number of unissued stock-based awards authorized under the 2015 Plan at

December 31, 2020 was 3,278,683.

In 2020, we issued 75,000 RSUs to our CEO, 27,500 RSUs to our CFO, 17,000 RSUs to an independent

director and 10,000 RSUs to an independent director.

In January 2021, we issued an aggregate of 150,000 RSUs to the four independent

members of our Board of Directors.

In February 2021, we issued 30,000 RSUs to our newly appointed CFO.

purpose of our incentive plan is to advance the interests of our stockholders by enhancing our ability to attract, retain and

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designed to provide us with flexibility to select from among various equity-based compensation methods, and to be able to address

changing accounting and tax rules and corporate governance practices by optimally utilizing stock options and shares of common

changing accounting and tax rules and corporate governance practices by optimally utilizing stock-based awards.

Compensation Table

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made with respect to such columns, as permitted by applicable SEC regulations.

Name and Principal Position

President & Chief Executive Officer

Reed L Benson

Chief Financial Officer and Secretary

Brent Satterfield

Chief Technology Officer (1)

Satterfield also received royalties from the Company in the amount of $170,000 in 2017, $100,000 in 2018 and $110,000 in 2019

pursuant to a technology license agreement that was amended in January 2017 to terminate the ongoing royalties and the payments

in 2017, 2018 and 2019 reduced accrued royalties.

for the year ended December 31, 2020 include accrued bonus payments of $272,500 to Mr.

Egan and $180,000 to Mr.

were paid in February 2021.

amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted

under our 2015 Plan as computed in accordance with FASB ASC Topic 718.

Note that the amounts reported in this column reflect

the accounting value for these equity awards and do not correspond to the actual economic value that may be received from

the equity awards as the RSUs vest over three years.

amounts reported in this column represent the aggregate grant date fair value of the options granted under our 2015 Plan as

computed in accordance with FASB ASC Topic 718.

Note that the amounts reported in this column reflect the accounting value

for these option awards and do not correspond to the actual economic value that may be received from the options.

vest over two years.

the amount of royalty payments made to Dr.

Satterfield pursuant to a technology license agreement that was amended in January

2017 to terminate the ongoing royalties.

The payments reduced accrued royalties.

The amounts for Mr.

Benson represent

Company profit sharing payments to the Company’s 401 K Plan.

do not have any non-qualified deferred compensation plan.

Equity Awards at Fiscal Year-End 2020

following table contain certain information concerning outstanding equity awards for the Named Executive Officers as of December

Option Awards

Number of Securities

Underlying Unexercised

Option Expiration

Units of Stock

Shares, Units

Unexercisable

Reed L Benson

on $9.30 per share which was the closing price of our common stock on December 31, 2020.

Payments Upon Termination or Change of Control

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their duties as well as the skill-level required by our members of the board.

non-employee directors generally receive fees of $35,000 per year, paid quarterly, $10,000 per year for serving as chairman of

any Board committee and $5,000 for serving as a member of other Board committees.

non-employee directors in 2020 generally received fees of $35,000 per year, paid quarterly, $10,000 per year for serving as chairman

of any Board committee and $5,000 for serving as a member of other Board committees.

In addition, each director receives an initial

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non-employee directors accepted the 2020 and 2019 compensation set forth in the director summary compensation table below.

addition, non-employee directors may be entitled to receive special awards of stock options from time to time as determined by

The chairman of the board and the chairman of each of the audit and compensation committees receive no additional fees

for serving in such capacities, except as shown above.

in 2021, non-employee director cash compensation will be $75,000 per year.

In addition, the directors will receive 37,500 RSU’s

vesting 1/3 rd equally in January 2021, 2022, and 2023.

In addition, non-employee directors may be entitled to receive

special awards of stock options or RSUs from time to time as determined by the board.

The chairman of the board and the chairman

of each of the audit and compensation committees receive no additional fees for serving in such capacities, except as shown above.

There is no additional compensation for meeting attendance.

Directors who

are employees of the Company receive no additional compensation for serving as directors.

All stock options granted to outside

directors are immediately exercisable and expire ten years from the date of grant or 30 days after the date they cease to be directors.

Directors are reimbursed for ordinary expenses incurred in connection with attending board and committee meetings.

Directors who are employees of the Company receive no additional compensation

for serving as directors.

All stock options granted to outside directors are immediately exercisable and expire ten years from

the date of grant or 30 days after the date they cease to be directors.

Directors are reimbursed for ordinary expenses incurred

in connection with attending board and committee meetings.

Summary Compensation Table

table below summarizes the compensation paid or accrued by us to our directors for the fiscal year ended December 31, 2020.

Options/Awards

Frank Kiesner (2)

Value of Options

Dwight Egan (3)

Richard Serbin

Borkowski (2)

Edward Murphy

Eugene Durenard

Egan receives no compensation for serving as a director, but is compensated in his capacity as Company President.

Messer’s

Kiesner and Borkowski resigned as members of the Board effective June 30, 2019.

Kiesner received $35,000 additional compensation

for consulting services prior to his retirement from the Board.

Serbin received $30,000 additional compensation for consulting

amounts reported in this column represent the aggregate grant date fair value of the options granted under our 2015 Plan as

computed in accordance with FASB ASC Topic 718.

Note that the amounts reported in this column reflect the accounting value

for these option awards and do not correspond to the actual economic value that may be received from the options.

vest immediately upon grant.

amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted

under our 2015 Plan as computed in accordance with FASB ASC Topic 718.

Note that the amounts reported in this column reflect

the accounting value for these equity awards and do not correspond to the actual economic value that may be received from

the equity awards.

The RSUs vested immediately upon grant.

Egan receives no compensation for serving as a director, but is compensated in his capacity as the Company’s President.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information, as of March 17, 2021, with respect to the holdings of (1) each person who is the

beneficial owner of more than 5% of our Common Stock, (2) each of our directors, (3) each executive officer, and (4) all of our

current directors and executive officers as a group.

beneficial owner of more than 5% of our Common Stock, (2) each of our directors, (3) each named executive officer, and (4) all

of our current directors and executive officers as a group.

ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes

any shares of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a

right to acquire ownership at any time within 60 days of the date of this Annual Report.

Except as otherwise indicated, we believe

that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by

Applicable percentage ownership in the following table is based on 27,438,701 shares of common stock plus, for each individual,

any securities that individual has the right to acquire within 60 days of March 19, 2020.

right to acquire ownership at any time within 60 days of March 17, 2021.

Except as otherwise indicated, we believe that the persons

named in this table have sole voting and investment power with respect to all shares of common stock held by them.

percentage ownership in the following table is based on 28,665,714 shares of common stock plus, for each individual, any securities

that individual has the right to acquire within 60 days of March 17, 2021.

the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment

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of which may at a subsequent date result in a change in control of the Company.

and Address of Beneficial Owner Officers and Directors

Chief Executive Officer,

President and Chairman

Benson (1)(3)

Chief Financial Officer and Secretary

Edward Murphy

Eugene Durenard

and Directors as a Group (total of 6 persons) (4)

The information in the tables below is based on

information known to us or ascertained by us from public filings made by the stockholders.

Except as otherwise indicated in the

table below, addresses of the director, executive officers and named beneficial owners are in care of Co-Diagnostics, Inc., 2401

Foothill Drive, Suite D, Salt Lake City, Utah 84109.

Number of Shares Beneficially Owned

5% Stockholders

Reagents, LLC (1)

address is 2401 S.

Foothill Drive, Suite D, Salt Lake City, Utah 84109.

presently exercisable options to acquire 150,000 shares of common stock.

presently exercisable options to acquire 125,000 shares of common stock.

presently exercisable options to acquire a total of 395,455 shares of common stock held by all directors and executive officers.

Vanguard Group (2)

Blackrock, Inc.

Named Executive Officers and Directors

Dwight Egan (4)

Reed Benson (5)

Edward Murphy (6)

Eugene Durenard

James Nelson (7)

Richard Serbin (8)

All Directors and Executive Officers as a Group (7 persons)

beneficial ownership of less than 1%.

LLC, with an address of 8160 S.

Highland Drive, Salt Lake City, UT 84093, is beneficially owned by Seth Egan.

Group with an address of 100 Vanguard Blvd, Malvern, PA, 19355;

with an address of 55 E 52 Street, New York, NY, 10055.

of exercisable options to acquire 50,000 shares of common stock.

of exercisable options to acquire 108,333 shares of common stock.

of exercisable options to acquire 50,000 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company acquired

the exclusive rights to the CoPrimer technology pursuant to a license agreement dated April 2014, between us and DNA Logix, Inc.,

which was assigned to Dr.

Company acquired the exclusive rights to the CoPrimer technology pursuant to a license agreement dated April 2014, between us

and DNA Logix, Inc., which was assigned to Dr.

Satterfield prior to our acquisition of DNA Logix, Inc.

Pursuant to the license the Company was to pay

Satterfield minimum royalty payments of $30,000 per month until the Company receives an equity funding of at least $4,000,000,

at which time the payments increase to $60,000 per month for the remainder of the year.

The payment terms were orally modified

to maintain the monthly royalties at $30,000 per month through December 2016.

On March 1, 2017, the Company entered into an amendment

effective January 1, 2017, to its Exclusive License Agreement for its CoPrimer (“License”) technology with Dr.

a former member of our Board of Directors.

The amendment provides in part that all royalties under the License cease as

of January 1, 2017, and we began in January 2017 to pay $700,000 of accrued royalties at the rate of $10,000 per month.

and 2019, we paid Dr.

Pursuant to the license

the Company was to pay Dr.

Satterfield minimum royalty payments of $30,000 per month until the Company receives an equity funding

of at least $4,000,000, at which time the payments increase to $60,000 per month for the remainder of the year.

The payment terms

were orally modified to maintain the monthly royalties at $30,000 per month through December 2016.

On March 1, 2017, the Company

entered into an amendment effective January 1, 2017, to its Exclusive License Agreement for its CoPrimer (“License”)

technology with Dr.

Satterfield, a former member of our Board of Directors.

The amendment provides in part that all royalties

under the License cease as of January 1, 2017, and we began in January 2017 to pay $700,000 of accrued royalties at the rate of

$10,000 per month.

In 2020 and 2019, we paid Dr.

Satterfield $120,000 and $110,000, respectively, in payment of the accrued royalties.

Company entered into a consulting arrangement with its former director, Frank Keisner, for consulting services during the year

ended December 31, 2019.

Pursuant to the consulting agreement, we paid Mr.

Keisner a one-time fee of $35,000.

Company entered into a consulting arrangement with its director, Richard Serbin, for consulting services during the year ended

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Serbin a one-time fee of $30,000.

In payment for extra ordinary

services during the year, we granted our directors Richard Serbin and Eugene Durenard 17,000 RSUs and 10,000 RSUs, respectively.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

for professional services provided by our current independent auditors for each of the last two fiscal years, in each of the following

categories, are as follows:

following table presents aggregate fees for professional services rendered by our independent auditors for the respective periods.

Years Ended December 31,

Audit related fees

fees included fees associated with the annual audit and reviews of our annual and quarterly reports for 2019 and our annual report

All audit fees incurred during 2019 were pre-approved by the audit committee.

All audit fees incurred during 2018 were

pre-approved by our Board of Directors.

Other consulting fees

fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements,

review of our quarterly consolidated financial statements and our offerings.

fees included fees associated with tax compliance and tax consultations.

All tax fees incurred during 2019 were pre-approved by

the audit committee.

All tax fees incurred during 2018 were pre-approved by our Board of Directors.

audit committee has adopted a policy that requires advance approval of all services performed by the independent auditor when

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The audit committee has delegated to the audit committee chairman, Mr.

Durenard has authority

Durenard, the authority

to approve services, subject to ratification by the audit committee at its next committee meeting.

All fees incurred were pre-approved

by the audit committee.

Exhibits, Financial Statement Schedules.

Underwriting Agreement (5)

Articles of Incorporation (1)

Amendment to the Articles of Incorporation (1)

Legal Opinion of Carmel, Milazzo & DiChiara LLP (6)

Description of Registrant’s securities

Subscription Agreement between Co-Diagnostics, Inc.

and CoDiagnostics, Ltd., dated April 30, 2013 (1)

and Co-Diagnostics, Ltd., dated April 30, 2013 (1)

Amendment to Subscription Agreement between Co-Diagnostics, Inc.

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Consent of Haynie & Company

Consent of Carmel, Milazzo & DiChiara LLP (see Exhibit 5.1)

Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

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by reference to the Form S-1/A filed with the SEC on June 23, 2017.

by reference to the Form 10-K for the fiscal year ended December 31, 2019 filed, with the SEC on March 30, 2020

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

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Executive Officer, President and Director

Executive Officer and Interim Principal Financial and Accounting Officer)

Financial Officer and Secretary

Executive Officer)

Financial Officer

Financial and Accounting Officer

accordance with the Exchange Act, this report has been signed below by the following persons on March 30, 2020, on behalf

of the registrant and in the capacities Indicated.

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in

the capacities Indicated.

Executive Officer, President and Director

Financial Officer and Secretary

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Eugen Durenard

Edward Murphy

Richard Serbin

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures