What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-24 · 329 added, 286 removed, 395 unchanged (61% of the section changed)

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

over financial reporting since we are an emerging growth company.

over financial reporting since we are a non-accelerated filer.

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

public accounting firm pursuant to rules of the SEC that permit non-accelerated filers to provide only management’s report in the

Limitations on Effectiveness of Controls

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following table sets forth the names, ages and positions of our executive officers and directors as of March 16, 2023.

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.

The following is information

on the business experience of each director and executive officer now serving and a discussion of the qualifications, attributes and

skills that led to the board of directors’ conclusion that each one is qualified to serve as a director or as an executive officer

as the case may be.

Executive officers serve at the discretion of the board of directors.

Executive Officer, President and Chairman of the Board

Chief Executive Officer,

President and Chairman of the Board

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

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 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 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.

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

Durenard brings a thorough multi-asset class investment and entrepreneurial experience spanning 20 years to the Company’s

Board of Directors.

Eugene Durenard

Richard Serbin

following is a brief summary of the background of each of our 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.

Since December 1999, Mr.

Murphy has served 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.

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.

2011 to November 2022, at Lakefield Marketing Corporation since February 2018, CEO/CFO and Director of Credo Resources Inc.

September 2019, at the Mosport Park Entertainment Corporation since April 30, 1997, at Essex Oil Ltd.

Since July 2021, and at

Darkhorse Technologies Ltd.

since November 2021.

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.

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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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,

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is critical to our board of directors as we continue to commercialize our products.

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

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 executive leadership

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

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 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.

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.

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.

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 25 years to the Company’s board of directors.

Nelson has been a member of our board of directors

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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.

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 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,

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.

Nelson 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.

following is a brief summary of the background of each of our executive officers.

Egan - See narrative description above.

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 responsibility for financial forecasting and budgeting.

From January 2020 to July 2020,

Brown was an independent consultant.

From August 2019 to December 2019, Mr.

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 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

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 industries.

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.

in Certain Legal Proceedings

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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 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.

The board met eleven times during the year ended December 31,

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

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Eugene Durenard

Governance/Nominating Committee

Governance Committee

Edward Murphy

Eugene Durenard

Nominating Committee

Edward Murphy

Eugene Durenard

Committee and Financial Expert

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holders on our website at www.codiagnostics.com.

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

Our board has determined that all 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.

Committee met five times during the year ended December 31, 2022.

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

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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.

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 did not meet as a separate committee in 2022, but rather,

because the committee is comprised of all four independent directors, committee matters were addressed as necessary in meetings of the

during the year ended December 31, 2022.

Governance Committee

Corporate Governance Committee currently includes Messrs.

Nelson, Murphy, Durenard and Serbin with Mr.

Nelson serving as chairperson

of the corporate governance/nominating committee.

of the Corporate Governance 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.

develop and recommend

to the board the Corporate Governance Guidelines of the Company and oversee compliance therewith and evaluate and provide successor planning

for the Chief Executive Officer and other executive officers.

A current copy of the Corporate Governance 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.

The Corporate

Governance Committee did not meet as a separate committee in 2022, but rather, because the committee is comprised of all four independent

directors, committee matters were addressed as necessary in meetings of the board the year ended December 31, 2022.

Nominating Committee was split from the Corporate Governance Committee in 2022 and currently includes Messrs.

Nelson, Murphy, Durenard

and Serbin with Mr.

Murphy serving as chairperson of the Nominating Committee.

The Nominating Committee has been established by the board,

among other things to:

assist the board in effecting board organization, membership and function including identifying qualified board

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 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 and its committees

as well as removal therefrom.

The Nominating Committee did not meet as a separate committee in 2022, but rather, because the committee

is comprised of all four independent directors, committee matters were addressed as necessary in meetings of the board for the year ended

December 31, 2022.

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

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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.

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

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.

Amended and Restated Bylaws (the “Bylaws”) set forth procedures for shareholders to recommend nominees to the Company’s

Nominations of persons for election to the board of directors to be considered by the stockholders may be made at an annual meeting

of stockholders (i) pursuant to the Company’s notice of meeting, (ii) by or at the direction of the board of directors, or (iii)

by any stockholder of the Company who (A) was a stockholder of record at the time of giving of the notice, (B) is entitled to vote with

respect to such matter at the meeting, and (C) complies with the notice procedures set forth in the Bylaws.

following is a summary of key provisions from our Bylaws.

For nominations to be properly brought before an annual meeting by a stockholder,

the stockholder making such nominations must have given timely notice in writing to the secretary of the Company.

To be timely, a stockholder’s

notice shall be delivered to the secretary at the principal executive offices of the Company not later than the close of business on

the 75th day nor earlier than the close of business on the 125th day prior to the first anniversary of the preceding year’s annual

provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after

such anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of business on the later

of (x) the 75th day prior to the scheduled date of such annual meeting or (y) the 15th day following the day on which public announcement

of the date of such meeting is first made by the Company.

To be in proper form, a stockholder’s notice to the secretary must:

forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A)

the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner, if any, (B) the

class or series and number of shares of the Company that are, directly or indirectly, owned beneficially and of record by such stockholder

and such beneficial owner, if any, as of the date of such notice, and (C) any other information relating to such stockholder and beneficial

owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations

of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the

Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

addition, shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must also

comply with the additional requirements of Rule 14a-19(b).

notice shall set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director

(A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to

be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange

Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if

elected) and (B) a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings

during the past three years, and any other relationships, between or among such stockholder and beneficial owner, if any, and their respective

affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective

affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that

would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and

any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert

therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;

and with respect to each nominee for election or reelection to the board of directors, include the completed and signed questionnaire,

representation, and agreement required by the Bylaws.

The Company may require any proposed nominee to furnish such other information

as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director

of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such

Communication

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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.

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

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EXECUTIVE COMPENSATION

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

are a “smaller reporting company” as defined in the rules and regulations of the SEC.

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.

that are not smaller reporting companies.

Accordingly, this Report includes reduced disclosure about our executive compensation arrangements.

Compensation Table

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Chief Financial Officer and Secretary

Reed Benson (4)

Former Chief Financial Officer and Secretary

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

Bonuses for the year ended

December 31, 2021 include accrued bonus payments of $281,597 to Mr.

Egan and $223,248 to Mr.

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 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.

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

equity awards and do not correspond to the actual economic value that may be received from the equity awards as the RSUs vest over

Company profit sharing

payments to the Company’s 401 K Plan.

Disclosure to Summary Compensation Table:

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

our executive officers serve on an at-will basis.

The base salaries for our named executive officers were determined by our compensation

committee after reviewing a number of factors, including:

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.

By utilizing a combination of objective and subjective performance factors

critical to our success, the board will award cash bonuses intended to incentivize our executive officers to achieve results that benefit

them and the Company.

Performance factors include the achievement of predetermined financial performance objectives, adherence to financial

discipline measures and achievement of business development, product development and long-term business stability.

The board may modify

or re-weight the objectives during the course of the fiscal year, if necessary, to reflect changes in our business plan.

Equity Awards at Fiscal Year-End 2022

following table contain certain information concerning outstanding equity awards for the Named Executive Officers as of December 31,

following table contains certain information concerning outstanding equity awards for the Named Executive Officers as of December 31,

Option Awards

Number of Securities Underlying Unexercised Options (#)

Option Exercise

Option Expiration

Number of Securities

Underlying Unexercised

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

Market Value of Shares or Units of Stock That Have Not

Number of Unearned Shares, Units or Other Rights That

Market or Payout Value of Unearned Shares, Units or

Other Rights That Have Not

Unexercisable

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.

on $2.52 per share, which was the closing price of our common stock on December 31, 2022.

of restricted stock units granted on 11/23/2020, which vest in 6 installments commencing on 5/23/2021 and continuing every six months

of restricted stock units granted on 2/22/2021, which vest in 6 installments commencing on 5/23/2021 and continuing every six months

of restricted stock units granted on 8/12/2021, which vest in 6 installments commencing on 11/23/2021 and continuing every six months

of restricted stock units granted on 6/6/2022, which vest in 6 installments commencing on 11/23/2022 and continuing every six months

Payments Upon Termination or Change of Control

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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 each of our non-employee directors for the fiscal year ended December

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Richard Serbin (2)

James Nelson (3)

Edward Murphy (4)

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The RSUs vested immediately

As of December 31, 2022,

Serbin had 70,833 RSU awards outstanding.

As of December 31, 2022,

Nelson had 70,833 RSU awards outstanding.

As of December 31, 2022,

Murphy had 70,833 RSU awards outstanding.

As of December 31, 2022,

Durenard had 70,833 RSU awards outstanding.

non-employee directors receive cash compensation of $100,000 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

In 2021, the non-employee directors also each

received 37,500 RSU’s vesting 1/3 rd equally in January 2021, 2022, and 2023.

In 2022, they also received 70,000

RSU’s vesting 1/6 th equally in November 2022, 2023, and 2024 and May 2023, 2024, and 2025.

non-employee directors may be entitled to receive special awards of stock options or RSUs from time to time as determined by the

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 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.

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.

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

Incentive Plans

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is forfeited.

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

We continue to maintain and grant awards under the 2015 Plan which will remain in effect until 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

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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.

following table sets forth certain information, as of March 14, 2023, 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

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ownership at any time within 60 days of March 14, 2023.

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.

Applicable percentage ownership in the following table is based on 30,922,607

shares of common stock plus, for each individual, any securities that individual has the right to acquire within 60 days of March 14,

information in the table 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

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Dwight Egan (2)

Reed Benson (3)

Edward Murphy (3)

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to acquire 20,445 shares of common stock.

Includes exercisable options

to acquire 20,445 shares of common stock.

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

3,467,297 (1)

Equity compensation plans not approved by stockholders

3,467,297 (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.

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.

Satterfield prior to our acquisition of DNA Logix, Inc.

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 $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.

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date fair value of equity awards which vest over three years, was $962,800 and $489,000, 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.

Policy for Review of Related Party Transactions

The review of transactions with related persons policy

is set forth in our Corporate Governance Committee Charter.

The Corporate Governance Committee is to oversee the administration of any

related party transactions policy in effect with respect to transactions in which the Company is a participant and involving directors,

nominees for director, executive officers of the Company or holders of more than 5% of the Company’s common stock or immediate

family members of any such person.

Director Independence

For information regarding the independence of our directors, see “Directors,

Executive Officers and Corporate Governance” in Part III, Item 10 of this Form 10-K.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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review of our quarterly consolidated financial statements and our offerings.

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

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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.

The following documents are filed as part of this Annual

Report on Form 10-K:

Financial Statements.

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.

Financial statement

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.

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

The exhibits listed

in the Exhibit Index are incorporated by reference herein.

herein from Form or Schedule

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Form 8-K (Exhibit 2.1)

Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative

Form 8-K (Exhibit 2.2)

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)

Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative

Form 8-K (Exhibit 2.1)

Articles of Incorporation

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Articles of Amendment

Draft Registration Statement

(Exhibit 3.2)

Form 10-K (Exhibit 3.1.3)

Articles of Amendment

Amended and Restated Bylaws of Co-Diagnostics, Inc.

Form 8-K (Exhibit 3.1)

Description of Registrant’s securities

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Dated December 31, 2021 (ACI Warrant)

Form 10-K (Exhibit 10.6)

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

Dated December 31, 2021 (IDMO Warrant)

Form 10-K (Exhibit

Form of Securities Purchase Agreement, dated February 27, 2020

8-K (Exhibit 10.1)

Form 8-K (Exhibit 10.1)

Lease Agreement 2401 Foothill Drive

Form 10-K (Exhibit

Amendment #1 to Lease

Form 10-K (Exhibit 10.9.1)

Amendment #2 to Lease

Form 10-K (Exhibit

Code of Ethics for Senior Financial Officers

10-K (Exhibit 14.1)

Form 10-K (Exhibit 14.1)

Subsidiaries of Registrant

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.

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.

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 2002

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