What changed in this filing

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Item 9A. Controls and Procedures

2022-03-24 compared with 2021-03-25 · 554 added, 596 removed, 127 unchanged (90% of the section changed)

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of Disclosure Controls and Procedures

maintain a set of disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that

information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized,

and reported within the time periods specified in rules and forms adopted by the SEC.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its

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

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.

maintain a set of disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information

required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in rules and forms adopted by the SEC.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under

the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial

officers, as appropriate to allow timely decisions regarding required disclosure.

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, 2021.

Based on the evaluation, management has concluded that our disclosure controls

and procedures are effective as of December 31, 2021 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.

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

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 2021 that have materially affected, or are reasonably likely to materially

affect, the Company’s internal control over financial reporting.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule

13a-15(f) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted

an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making its evaluation,

management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control –

Integrated Framework (2013).

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of

the effectiveness of our internal control over financial reporting as of December 31, 2021.

In making its evaluation, management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated

Framework (2013).

on this evaluation, management determined that our internal control over financial reporting was effective as of December 31, 2021.

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over financial reporting since we are an emerging growth company.

Management’s report was not subject to attestation by

our registered public accounting firm pursuant to rules of the SEC that permit emerging growth companies to provide only management’s

report in the 10-K.

Management’s report was not subject to attestation by our registered

public accounting firm pursuant to rules of the SEC that permit emerging growth companies to provide only management’s report in

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.

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.

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;

over 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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

following table sets forth the names, ages and positions of our executive officers and directors as of March 24, 2022.

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.

Our Board 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

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.

Financial Officer and Secretary

Egan serves as our President and Chief Executive Officer and has been an officer and director of the Company 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

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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.

Benson became a Certified Public Accountant in 1974.

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.

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 executive leadership

positions with public companies and working with capital markets qualifies him to serve as our Chairman, President and Chief Executive

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 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 responsibility for financial forecasting and budgeting.

From August 2019 to December 2019, Mr.

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 auditors.

From October 2009 to August

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

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 and complying with the Sarbanes Oxley Act.

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

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 industries.

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

Brown is a licensed CPA in Utah.

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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.

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

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.

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.

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.

He has been 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, 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.

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.

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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.

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,

since September 2015.

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

He served as Director at Viropro Inc.

He served as Director at Viropro

from May 2013 to June 2014.

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.

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

From January 1999

until July 2002 Mr.

Serbin served as a consultant to various pharmaceutical companies.

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

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.

from July 2002

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

From January 1999 until July 2002 Mr.

Serbin served as a consultant

to various pharmaceutical companies.

He served as the President of Bradley Pharmaceuticals.

He served as Vice President of Corporate Development at Ortho Pharmaceuticals, a Johnson & Johnson subsidiary, and practiced

Patent and FDA law at Revlon Johnson & Johnson and Schering-Plough.

He served as Patent Attorney for Schering Plough Corporation

and Chief FDA Counsel for Revlon Corporation and Johnson and Johnson Corporation.

Subsequently, he worked at Revlon Corporation,

as its Chief Food, Drug and Cosmetic Counsel.

He founded Radius Scientific Corporation.

He was J&J’s Vice President

of Corporate Development, and later led a successful public offering venture based on technology developed at Stanford Medical

Serbin spent a large portion of his career focusing on international markets and clients.

He served as Vice President of Corporate

Development at Ortho Pharmaceuticals, a Johnson & Johnson subsidiary, and practiced Patent and FDA law at Revlon Johnson & Johnson

and Schering-Plough.

He served as Patent Attorney for Schering Plough Corporation and Chief FDA Counsel for Revlon Corporation and Johnson

and Johnson Corporation.

Subsequently, he worked at Revlon Corporation, as its Chief Food, Drug and Cosmetic Counsel.

He founded Radius

Scientific Corporation.

He was J&J’s Vice President of Corporate Development, and later led a successful public offering venture

based on technology developed at Stanford Medical School.

Serbin spent a large portion of his career focusing on international markets

While at J&J, Mr.

served on the Board of Directors of 16 US and international subsidiary companies, including Ethicon, Ortho, J&J Consumer Products,

Pittman-Moore, Mc Neil, and J&J Development Corporation.

He worked on multiple international acquisitions and strategic relationships,

and sat on the Board of Directors of several of its international subsidiaries, including those in India, Hong Kong, Japan, Taiwan,

Germany, and England.

Serbin served on the Board of Directors of 16 US and international subsidiary companies, including

Ethicon, Ortho, J&J Consumer Products, Pittman-Moore, Mc Neil, and J&J Development Corporation.

He worked on multiple international

acquisitions and strategic relationships, and sat on the Board of Directors of several of its international subsidiaries, including those

in India, Hong Kong, Japan, Taiwan, Germany, and England.

Serbin has a B.S.

Pharmacy from Rutgers University and Rutgers University College of Pharmacy,

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 is critical to our Board

of Directors as we continue to commercialize our products.

Pharmacy from Rutgers University and Rutgers

University College of Pharmacy, a J.D.

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

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.

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 is useful to the Board of Directors.

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.

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

the best of our knowledge, none of our directors or executive officers have, during the past ten years, been involved in any legal

proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

the best of our knowledge, none of our directors or executive officers has been involved in any bankruptcy or criminal proceedings (other

than traffic and other minor offenses) or been subject to any of the items set forth under Item 401(f) of Regulation S-K, nor have there

been any judgments or injunctions brought against any of our directors or executive officers during the last ten years that we consider

material to the evaluation of the ability and integrity of any director or executive officer.

and Committee Matters

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.

Board of Directors has five members.

The Chairman of the Board and our Chief Executive Officer, Dwight Egan, is a member of the Board

and is a full-time employee of the Company, Eugene Durenard, Edward Murphy, James Nelson and Richard Serbin are non-employee directors,

and the Board has determined that these persons (who constitute a majority of the Board) are “independent directors” under

the criteria set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules.

The Board met seven times during the year ended December 31, 2021.

All directors attended more than seventy-five percent (75%) of the meetings of the Board and committee meetings of which such director

was a member held during 2021.

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

board, each of which is discussed below.

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.

Durenard, Nelson, Murphy and Serbin are “independent”

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

Our Board of Directors may from time

to time establish other standing committees.

In addition, from time to time, special committees may be established under the direction

of our Board of Directors when necessary to address specific issues.

following table sets forth a description of the three permanent Board committees and the chairpersons and members of those committees,

all of whom are independent directors:

Audit Committee

Eugene Durenard

Edward Murphy

Compensation Committee

Edward Murphy

Eugene Durenard

Governance/Nominating Committee

Edward Murphy

Eugene Durenard

Committee and Financial Expert

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Durenard, Nelson, Murphy and Serbin with Mr.

Durenard serving as chairman of

the audit committee.

The functions of the audit committee include engaging an independent registered public accounting firm to

audit our annual financial statements, reviewing the independence of our auditors, the financial statements and the auditors’

report, and reviewing management’s administration of our system of internal control over financial reporting and disclosure

controls and procedures.

Durenard serving as chairperson of the

audit committee.

The functions of the audit committee include engaging an independent registered public accounting firm to audit our

annual financial statements, reviewing the independence of our auditors, the financial statements and the auditors’ report, and

reviewing management’s administration of our system of internal control over financial reporting and disclosure controls and procedures.

The Board of Directors has adopted a written audit committee charter.

A current copy of the audit committee

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

Our board has determined that all of our directors

that are serving on the audit committee are “independent”

under the definition of independence in the Marketplace

Rules of the NASDAQ listing standards.

A current copy of the audit committee charter is available to security

holders on our website at www.codiagnostics.com.

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

are “independent” under the definition of independence in the Marketplace Rules of the NASDAQ listing standards.

Committee met four times during the year ended December 31, 2021.

All committee members attended more than seventy-five percent (75%)

of the meetings of the Audit Committee held during 2021.

Board of Directors has determined that Mr.

Durenard meets the requirements of an “audit committee financial expert”

as defined in applicable SEC regulations.

Durenard meets the requirements of an “audit committee financial expert” as defined

in applicable SEC regulations.

compensation committee currently includes Messrs.

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.

Serbin serving as chairperson 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 charter.

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.

The Compensation Committee met four times during the year ended December 31,

All committee members attended more than seventy-five percent (75%) of the meetings of the Compensation Committee held during

Governance/Nominating Committee

corporate governance/nominating committee currently include Messrs.

Nelson, Murphy, Durenard and Serbin with Mr.

Nelson serving as chairman

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.

Nelson serving as chairperson

of the corporate governance/nominating committee.

Among other items, the committee is tasked by the Board of Directors to:

recommend to the Board the Corporate Governance Guidelines of the Company and oversee compliance therewith;

assist the Board in effecting

Board organization, membership and function including identifying qualified Board nominees;

assist the Board in effecting the organization,

membership and function of Board committees including the composition of Board committees and recommending qualified candidates therefor;

evaluate and provide successor planning for the Chief Executive Officer and other executive officers;

and to develop criteria for Board

membership, such as independence, term limits, age limits and ability of former employees to serve on the Board and the evaluation of

candidates’ qualifications for nominations to the Board, its committees as well as removal therefrom, respectively.

A current copy

of the corporate governance/nominating committee charter is available to shareholders on our website at www.codiagnostics.com .

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.

The Corporate Governance/Nominating Committee met four times during

the year ended December 31, 2021.

All committee members attended more than seventy-five percent (75%) of the meetings of the Audit Committee

held during 2021.

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.

considering Board candidates, the Board seeks individuals of proven judgment and competence who have strong reputations in their respective

Although we do not have a formal diversity policy, the Board considers such factors as experience, education, employment history,

special talents or personal attributes, anticipated participation in Board activities, and geographic and diversity factors.

for identifying and evaluating nominees would include detailed consideration of the recommendations and opinions of members of our Board,

our executive officers, and our stockholders.

There would be no difference in the process of evaluation of candidates recommended by

a stockholder and those recommended by other sources.

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.

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.

Foothill 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

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have not, to date, developed a formal process for shareholder communications with the board of directors.

We believe our current

informal process, in which any communication sent to the board of directors, either generally or in care of the chief executive

officer, secretary or other corporate officer or director, is forwarded to all members of the board of directors, has served the

board’s and the shareholders’

an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires

disclosure of any transactions with our company, including related person transactions reportable under SEC rules, in which the

director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest.

our company’s standards of conduct for employees, all employees, including the executive officers, are expected to avoid

conflicts of interest.

Pursuant to our code of ethics for the chief executive officer and senior finance officers (as discussed

below), such officers are prohibited from engaging in any conflict of interest unless a specific exception has been granted by

All of our directors are subject to general fiduciary standards to act in the best interests of our company and our

shareholders.

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

We believe our current informal

process, in which any communication sent to the board of directors, either generally or in care of the chief executive officer, secretary

or other corporate officer or director, is forwarded to all members of the board of directors, has served the board’s and the shareholders’

an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure

of any transactions with our company, including related person transactions reportable under SEC rules, in which the director or executive

officer, or any member of his or her immediate family, have a direct or indirect material interest.

Under our company’s standards

of conduct for employees, all employees, including the executive officers, are expected to avoid conflicts of interest.

Pursuant to our

code of ethics for the chief executive officer and senior finance officers (as discussed below), such officers are prohibited from engaging

in any conflict of interest unless a specific exception has been granted by the board.

All of our directors are subject to general fiduciary

standards to act in the best interests of our company and our shareholders.

Conflicts of interest involving an executive officer or a

director are generally resolved by the board.

of the Board in Risk Oversight

is inherent with every business, and how well a business manages risk can ultimately determine its success.

Management is responsible

for the day-to-day management of the risks that we face, while our Board of Directors, as a whole and through its committees, has responsibility

for the oversight of risk management.

In its risk oversight role, our Board of Directors is responsible for satisfying itself that the

risk management processes designed and implemented by management are adequate and functioning as designed.

Board of Directors does not have a standing risk management committee, but rather administers this oversight function directly through

our Board of Directors as a whole, as well as through various standing committees of the Board of Directors that address risks inherent

in their respective areas of oversight.

In particular, our Board of Directors is responsible for monitoring and assessing strategic risk

exposure, including a determination of the nature and level of risk appropriate for us.

Our Audit Committee has the responsibility to

consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,

including guidelines and policies to govern the process by which risk assessment and management is undertaken.

The Audit Committee also

monitors oversight of the performance of our internal audit function.

Our Corporate Governance/Nominating Committee monitors the effectiveness

of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.

Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage

excessive risk-taking or promote behaviors contra to our Code of Business Conduct.

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,

to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all

Section 16(a) forms they file.

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

similar functions.

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

with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a)

forms they file.

Company 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 2021 by its directors

and executive officers, except that due to an inadvertent administrative error, one Form 4 for Eugene Durenard was filed

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

A copy of the code of ethics is included on our website at www.codiagnostics.com.

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EXECUTIVE COMPENSATION

this section, the individuals who served as our chief executive officer and chief financial officer during 2020 and 2019 are collectively

referred to as the “named executive officers.”

compensation committee has overall responsibility to review and approve our compensation structure, policy and programs and to

assess whether the compensation structure establishes appropriate incentives for management and employees.

The compensation committee

annually reviews and determines the salary and any bonus and equity compensation that may be awarded to our chief executive officer,

or CEO, and our chief financial officer, or CFO.

The compensation committee oversees the administration of our long-term incentive

plan and employee benefit plans.

compensation committee’s chairman regularly reports to the board on compensation committee actions and recommendations.

The compensation committee has authority to retain, at our expense, outside counsel, experts, compensation consultants and other

advisors as needed.

Performance .

Because of the stage of our company’s development, the compensation committee looks at various factors

in evaluating the progress the company has made and the services provided by the named executive officers.

In considering executive

compensation, the compensation committee noted certain aspects of our financial performance and accomplishments in 2020 and 2019

including the following:

(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 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 .

Our executive compensation policy is designed to establish an appropriate relationship between executive

pay and our annual performance, our long-term growth objectives, individual performance of the executive officer and our ability

to attract and retain qualified executive officers.

The compensation committee attempts to achieve these goals by integrating

competitive annual base salaries with bonuses based on corporate performance and on the achievement of specified performance objectives,

and to a lesser extent, awards through our long-term incentive plan.

The compensation committee believes that cash compensation

in the form of salary and bonus provides our executives with short-term rewards for success in operations.

The compensation committee

also believes our executive compensation policy and programs do not promote inappropriate risk-taking behavior by executive officers

that could threaten the value of our company.

making compensation decisions, the compensation committee compares each element of total compensation against companies referred

to as the “compensation peer group.”

The compensation peer group is a group of companies that the compensation committee

selected from readily available information about small companies engaged in similar businesses and with similar resources.

compensation committee selected these companies from research on its own and with limited consultation with outside consultants

given the size of the company and its resources to retain such experts.

The types of companies selected for the peer group included

publicly-traded technology development companies in the diagnostic testing industry.

Since there are relatively few companies

in the rather narrow field of diagnostic testing the comparisons were limited to those that are publicly traded whose financial

information could be readily accessed.

The compensation committee determined these companies were appropriate for inclusion in

the peer group because of the similar nature of their businesses and their general stage of development and financial resources.

of Executive Officers in Compensation Decisions

compensation committee makes all compensation decisions for the named executive officers and approves recommendations regarding

equity awards to all of our other senior management personnel.

The CEO annually reviews the performance of the CFO and other senior

The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and

annual award amounts, are presented to the compensation committee.

The compensation committee is charged with the responsibility

of ensuring a consistent compensation plan throughout the company and providing an independent evaluation of the proposed adjustments

or awards at all levels of management.

As such, the compensation committee has determined that it have the discretion to modify

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

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

motivate persons who are expected to make important contributions to the company by providing them with both equity ownership

opportunities and performance-based incentives intended to align their interests with those of our stockholders.

These plans are

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-based awards.

are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting

company” as defined in the rules and regulations of the SEC.

As an emerging growth company and as a smaller reporting company we

may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies

that are not emerging growth companies or smaller reporting companies.

Accordingly, this Report includes reduced disclosure about our

executive compensation arrangements.

Compensation Table

table below summarizes the total compensation paid or earned by each of the named executive officers in their respective capacities

for the fiscal years ended December 31, 2020 and 2019.

When setting total compensation for each of the named executive officers,

the compensation committee reviewed tally sheets which show the executive’s current compensation, including equity and non-equity-based

compensation.

We have omitted in this report certain columns otherwise required to be included because there was no compensation

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

table below summarizes the total compensation paid or earned by each of the named executive officers in their respective capacities for

the fiscal years ended December 31, 2021 and 2020.

We have omitted in this report certain columns otherwise required to be included because

there was no compensation made with respect to such columns, as permitted by applicable SEC regulations.

Name and Principal Position

1 unchanged sentence

Chief Financial Officer and Secretary

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

Reed Benson (4)

Former Chief Financial Officer and Secretary

for the year ended December 31, 2021 include accrued bonus payments of $281,597 to

Egan and $223,248 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.

Brown that were paid in February 2022.

Bonuses for the

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

Egan and $180,000

Benson that 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 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.

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.

Company profit sharing payments to the Company’s

Benson is no longer an executive officer of the Company as of August 2021.

Equity Awards at Fiscal Year-End 2021

1 unchanged sentence

Option Awards

Number of Securities

Underlying Unexercised

Number of Securities Underlying Unexercised Options (#)

Option Exercise

Option Expiration

Units of Stock

Shares, Units

Number of Shares or Units of Stock That Have Not

Market Value of Shares or Units of Stock That Have Not Vested

Number of Unearned Shares, Units or Other Rights That Have Not

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not

Unexercisable

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

Based on $8.93 per share which was the closing price

of our common stock on December 31, 2021.

do not have written employment agreements with any of our executive officers.

All of our executive officers serve on an at-will basis.

The base salaries, bonuses and equity awards for our named executive officers were determined by our compensation committee after reviewing

a number of factors, including:

company performance, achievement of goals, the responsibilities associated with the position, the seniority

of the executive’s position, the base salary level in prior years, and our financial position;

and for executive officers other

than our Chief Executive Officer, recommendations made by our Chief Executive Officer.

Payments Upon Termination or Change of Control

1 unchanged sentence

termination following a change of control or in the event of disability or death of the executive.

Committee Interlocks and Insider Participation in Compensation Decisions

of our executive officers served as a member of the compensation committee or as a director of any other company.

use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on its board

of directors.

In setting director compensation, we consider the significant amount of time that directors expend in fulfilling

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

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

grant of stock options to purchase 25,000 shares (thereafter annual grants of 25,000 options or restricted stock units) of our

common stock with an exercise price equal to the fair market value of the stock on the date of grant.

The board approved and the

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

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.

use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on its board of

In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties

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

Summary Compensation Table

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

Value of Options

Dwight Egan (3)

table below summarizes the compensation paid or accrued by us to each of our non-employee directors for the fiscal year ended December

Fees Earned or

Stock Awards:

Value of Restricted

Stock Units (1)

Richard Serbin

1 unchanged sentence

Eugene Durenard

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

The 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 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.

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

non-employee directors receive cash compensation of $75,000 per year, paid quarterly.

The non-employee directors also each received 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.

During 2021, the non-employee directors

were also each awarded an additional $25,000 bonus.

The chairman of the board and the chairperson of each of the audit, corporate governance/nomination,

and compensation committees receive no additional fees for serving in such capacities.

There is no additional compensation for meeting

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.

Compensation Plan Information

Plan Category

(a) Number of Shares to be Issued upon Exercise of Outstanding Options and Rights

(b) Weighted-average Exercise Price of Outstanding Options and Rights

(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Referenced in Column (a))

Equity compensation plans approved by stockholders

2,378,778 (1)

Equity compensation plans not approved by stockholders

2,378,778 (1)

Includes options and restricted

stock units outstanding under our 2015 Equity Incentive Plan.

Represents weighted-average

exercise price per share of common stock acquirable upon exercise of outstanding stock options.

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 granted.

Any stock-based

awards granted vest in accordance with the vesting schedule determined by the board of directors.

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.

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

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

persons who are expected to make important contributions to the company by providing them with both equity ownership opportunities and

performance-based incentives intended to align their interests with those of our stockholders.

These plans are 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-based awards.

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

following table sets forth certain information, as of March 22, 2022, 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 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 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

power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be

shared with a spouse.

To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except

To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation

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

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.

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 March 22, 2022.

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.

Applicable percentage ownership

in the following table is based on 33,965,318 shares of common stock plus, for each individual, any securities that individual

has the right to acquire within 60 days of March 22, 2022.

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

with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be shared with

To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted.

knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a

subsequent date result in a change in control of the Company.

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 S.

Foothill Drive, Suite D, Salt Lake

City, Utah 84109.

Number of Shares Beneficially Owned

5% Stockholders

Reagents, LLC (1)

Vanguard Group (1)

Blackrock, Inc.

Named Executive Officers and Directors

7 unchanged sentences

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.

Information obtained from

Schedule 13G/A filed with the SEC on February 2, 2022.

Vanguard Group has an address of 100 Vanguard Blvd, Malvern, PA, 19355.

Includes exercisable options

to acquire 100,000 shares of common stock.

Includes exercisable options

to acquire 41,666 shares of common stock.

Includes exercisable options

to acquire 50,000 shares of common stock.

Includes exercisable options

to acquire 50,000 shares of common stock.

Includes exercisable options

to acquire 20,445 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 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.

Pursuant to the license the Company was

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 2021 and 2020, we paid Dr.

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

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

December 31, 2019.

Pursuant to the consulting agreement, we paid Mr.

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.

Satterfield $150,000

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

Company employs two persons who are related to current or former executive officers.

Seth Egan is the Company’s Director of Sales

and Marketing, and is the son of Dwight Egan, the Company’s President and Chief Executive Officer.

Andrew Benson is the Company’s

Director of Investor Relations, and is the son of Reed Benson, the Company’s former Chief Financial Officer and Secretary.

the year ended December 31, 2021, the total compensation paid to or earned by these persons, including salaries, bonuses, and the grant

date fair value of equity awards which vest over three years, was $1,512,457 and $1,285,790, respectively.

year ended December 31, 2020, the total compensation paid to or earned by these persons, including salaries, bonuses, and the grant date

fair value of equity awards which vest over three years, was $1,113,440 and $1,109,303, respectively.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

6 unchanged sentences

fees included fees associated with tax compliance and tax consultations.

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

fees are expected to exceed $15,000.

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

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.

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

expected to exceed $15,000.

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

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

Exhibits, Financial Statement Schedules.

following documents are filed as part of this Annual Report on Form 10-K:

The Consolidated Financial Statements filed as part of this Annual Report on Form 10-K are included in Part II, Item

8 of this Annual Report on Form 10-K.

statement schedules.

There are no financial statements schedules included because they are either not applicable or the required

information is shown in the consolidated financial statements or the notes thereto.

The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below.

exhibits listed in the Exhibit Index are incorporated by reference herein.

herein from Form or Schedule

Agreement and Plan of Merger by and between Co-Diagnostics, Inc, IDMO Acquisition Corp., Idaho Molecular Inc., and Company Representative dated as of December 21, 2021.

Form 8-K (Exhibit 2.1)

Agreement and Plan of Merger by and between Co-Diagnostics, Inc, ACI Acquisition Corp., Advanced Conceptions, Inc., and Company Representative dated as of December 21, 2021

Form 8-K (Exhibit 2.2)

Articles of Incorporation

Draft Registration Statement

(Exhibit 3.1)

Amendment to the Articles of Incorporation

Description of Registrant’s securities

Subscription Agreement between Co-Diagnostics, Inc.

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

Amendment to Subscription Agreement between Co-Diagnostics, Inc.

and CoDiagnostics, Ltd., dated May 1, 2015 (1)

Draft Registration Statement

(Exhibit 3.1.1)

Articles of Amendment to Articles of Incorporation

Form 8-K (Exhibit 3.2)

Articles of Amendment

Draft Registration Statement

(Exhibit 3.2)

Description of Registrant’s securities

Exclusive Agreement between Co-Diagnostics, Inc.

and DNA Logix, Inc., dated April 18, 2014

Stock Exchange Agreement among Co-Diagnostics, Inc., DNA Logix, Inc., and the Shareholders of DNA Logix, Inc., dated January 22, 2015 (1)

Revolving Line of Credit Promissory Note between Co-Diagnostics, Inc.

and Co-Diagnostics, LTD, dated August 1, 2015 (1)

10% Convertible Note between Co-Diagnostics, Inc.

and Robert Salna for $200,000, dated September 1, 2016 (1)

Exclusive License Agreement between Co-Diagnostics, Inc.

and Watermark Group Inc., dated October 13, 2016 (1)

Securities Purchase Agreement with Exhibits between Co-Diagnostics and Senior Holders, dated December 12, 2016 (1)

Form of Amendment Agreement (6)

Securities Purchase Agreement with Exhibits between Co-Diagnostics and Beaufort Capital Partners, LLC, dated December 12, 2016 (1)

2015 Long-Term Incentive Plan (2)

Subscription Agreement between Co-Diagnostics and Co-Diagnostics, Ltd.

for 454,545 shares of Co-Diagnostic’s common stock, dated April 20, 2013 (3)

Subscription Agreement between Co-Diagnostics and Prosperity Investments for $100,000, dated June 2014.

12% Convertible Note between Co-Diagnostics, Inc.

and Beaufort Capital Partners, LLC for $500,000, dated May 15, 2015 (3)

Form Revolving Line of Credit Promissory Note between Co-Diagnostics and Turks and Caicos Limited Company, Pine Valley Investments, LLC, Clavo Rico Incorporated, Legends Capital Group, LLC, Hamilton Mining Resources, Inc., and Machan 1988 Property Trust.

Amendment to 12% Revolving Line of Credit Promissory Note, dated August 1, 2015, between Co-Diagnostics and Co-Diagnostics, Ltd., for $750,000, dated September 14, 2016.

Amendment to 12% Revolving Line of Credit Promissory Note, December 30, 2015, between Co-Diagnostics and Pine Valley Investments, LLC for $100,000, dated September 14, 2016.

Amendment to 12% Revolving Line of Credit Promissory Note, February 22, 2016, between Co-Diagnostics and Clavo Rico Incorporated for $10,000, dated September 14, 2016.

Amendment to 12% Revolving Line of Credit Promissory Note, March 1, 2016, between Co-Diagnostics and Legends Capital Group, LLC for $100,000, dated September 14, 2016.

Amendment to 12% Revolving Line of Credit Promissory Note, May 15, 2016, between Co-Diagnostics and Hamilton Mining Resources, Inc.

for $75,000, dated September 14, 2016.

Amendment to 12% Revolving Line of Credit Promissory Note, May 30, 2016, between Co-Diagnostics and Machan 1988 Property Trust for $50,000, dated September 14, 2016.

Form Second Amendment to 12% Revolving Line of Credit Promissory Note Due 2017 between Co-Diagnostics, Inc.

and CoDiagnostics, Ltd., Pine Valley Investments, LLC, Clavo Rico Incorporated, Legends Capital Group, LLC, and Hamilton Mining Resources, Inc.

Draft Registration Statement

(Exhibit 10.2)

Co-Diagnostics, Inc.

Amended and Restated 2015 Long Term Incentive Plan

Form of Indemnification Agreement

Form 8.5% Convertible Note between Co-Diagnostics and Legends Capital Group, LLC for $100,000, dated November 12, 2015 and R.

Phillip Zobrist for $100,000, dated December 1, 2015.

Form 10% Convertible Note between Co-Diagnostics and Legends Capital Opportunity Fund, LLC for $15,000, DAV Capital Management Corp.

for $15,000, April Kameka for $40,000, and Mark Kovacic for $50,000.

Shareholders’

Agreement between Co-Diagnostics and Synbiotics Limited, dated January 27, 2017.

Form S-1/A (Exhibit 10.13.8)

Shareholders’ Agreement between Co-Diagnostics and Synbiotics Limited, dated January 27, 2017

Form S-1 (Exhibit 10.16)

Amended Exclusive License Agreement between Co-Diagnostics, Brent Satterfield, and DNA Logix, Inc., dated January 1, 2017

Stock Purchase Agreement between Co-Diagnostics and Ted Murphy for 1,800,000 shares of Watermark Group, Inc.’s common stock, dated September 22, 2016.

Non-Interest Bearing Note between Co-Diagnostics and Zika Diagnostics, Inc.

f/k/a/ Watermark Group, Inc.

for $445,000, dated March 20, 2017.

Mutual Rescission Agreement of the Stock Purchase Agreement, dated September 22, 2016, and the License Agreement, dated October 13, 2016, between Co-Diagnostics, Robert Salna, and Ted Murphy, dated March 30, 2017.

Code of Ethics of the Company (7)

Form S-1 (Exhibit 10.17)

Warrant Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC.

Dated December 31, 2021 (ACI Warrant)

Warrant Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC.

Dated December 31, 2021 (IDMO Warrant)

Form of Securities Purchase Agreement, dated February 27, 2020

8-K (Exhibit 10.1)

Lease Agreement 2401 Foothill Drive

Amendment #1 to Lease

Amendment #2 to Lease

Code of Ethics for Senior Financial Officers

10-K (Exhibit 14.1)

Subsidiaries of Registrant

Consent of Haynie & Company

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

Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

of Haynie & Company

Certification

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

Certification

of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification

of Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

XBRL Taxonomy Extension Schema Document (A)

XBRL Taxonomy Extension Calculation Linkbase Document (A)

XBRL Taxonomy Extension Definition Linkbase Document (A)

XBRL Taxonomy Extension Label Linkbase Document (A)

XBRL Taxonomy Extension Presentation Linkbase Document (A)

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(INline Extensible Business Reporting Language) information

is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange

Contract or Compensatory Plan or Arrangement

by reference to the Draft Registration Statement filed with the SEC on January 11, 2017.

by reference to the Draft Registration Statement filed with the SEC on March 27, 2017.

by reference to the Form S-1 filed with the SEC on April 28, 2017.

by reference to the Form S-1/A filed with the SEC on May 24, 2017.

by reference to the Form S-1/A filed with the SEC on June 9, 2017.

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

by the undersigned thereunto duly authorized.

and exhibits to these Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

The Company agrees to furnish supplementally

a copy of any omitted schedule or exhibit to the SEC upon request.

Portions of Exhibit 2.1 and Exhibit 2.2 have been omitted as they contain information that (i) is not material and (ii) is the type of

information the issuer both customarily and actually treats as private and confidential.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned thereunto duly authorized.

CO-DIAGNOSTICS,

4 unchanged sentences

Financial and Accounting Officer

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

Executive Officer)

Financial Officer

Financial and Accounting Officer)

Eugen Durenard

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the date indicated.

Chief Executive Officer,

President and Director

March 24, 2022

(Principal Executive Officer)

Chief Financial Officer

March 24, 2022

(Principal Financial and

Accounting Officer)

March 24, 2022

Eugene Durenard

March 24, 2022

Edward Murphy

March 24, 2022

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