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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-16 · 322 added, 309 removed, 415 unchanged (60% of the section changed)

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OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors

or officers adopted or terminated a “Rule 10-b5-1 trading arrangement” or “non-Rule 10-b5-1 trading arrangement”

as each term is identified in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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following table sets forth the names, ages and positions of our executive officers and directors as of March 12, 2024.

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.

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.

Chief Executive Officer,

President and Chairman of the Board

Executive Officer, President and Chairman of the Board

Financial Officer and Secretary

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.

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.

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.

since January 2016, at Digicrypts Blockchain Solutions Inc.

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.

Serbin has been a member of our board of directors since May 2017.

Serbin currently serves as a consultant to many companies

in the healthcare industry.

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

from June 1, 2013 to July 15, 2014.

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

from May 2013 to June 2014.

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 School.

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

While at J&J, Mr.

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, 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.

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

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

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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 January 2020 to July 2020, Mr.

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 2019, Mr.

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.

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.

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.

following is a brief summary of the background of each of our directors:

Durenard has been a member of our board of directors since June 2019.

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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

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and strategic advisor is useful to the board of directors.

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

Serbin has been a member of our board of directors since May 2017.

Serbin currently serves as a consultant to many companies

in the healthcare industry.

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

from June 1, 2013 to July 15, 2014.

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

of Advisory Board at Prime Access, Inc.

since September 2015.

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

He served as Director at Viropro Inc.

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

Serbin served as a consultant to various pharmaceutical companies.

He served as the President of Bradley Pharmaceuticals.

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 and clients.

While at J&J, Mr.

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.

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

Murphy has been a member of our board of directors since June 2019.

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.

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.

since January 2016, at Digicrypts Blockchain Solutions Inc.

from June 2011 to November 2022, at Lakefield Marketing

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

since 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.

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.

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

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

The board met nine times during the year ended December 31, 2023.

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 2023.

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.

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,

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

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

Our board of directors may from time to time establish other standing

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 four 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 Committee

Edward Murphy

Eugene Durenard

Nominating Committee

Edward Murphy

Eugene Durenard

Committee and Financial Expert

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

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

Committee met four times during the year ended December 31, 2023.

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

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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.

The Compensation Committee met two times as a separate committee in 2023.

Governance Committee

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of the Corporate Governance Committee.

Among other items, the committee is tasked by the board of directors to:

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.

Among other items, the committee is tasked by the board of directors to develop and recommend

to the board the Corporate Governance Guidelines of the Company and oversee compliance therewith.

A current copy of the Corporate Governance committee charter is available

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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).

the 7 5t h day nor earlier than the close of business on the 12 5t h day prior to the first anniversary of the preceding

year’s annual meeting;

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) t he 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:

set 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”).

In 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

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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 Corporate Governance 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.

Our Nominating Committee assesses and monitors the

effectiveness of the board and its committees and evaluates board members and nominees for election to the board and succession planning

for the CEO and other executive officers.

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

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Name and Principal Position

President & Chief Executive Officer

Chief Financial Officer and Secretary

Bonuses for the year ended

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

Stock Awards (2)

All Other Comp

Total Compensation

Dwight Egan President & Chief Executive Officer

Brian Brown Chief Financial Officer and Secretary

for the year ended December 31, 2023 include accrued bonus payments of $20,750 to Mr.

Egan and $17,000 to Mr.

Brown that were paid in February 2022.

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.

Brown that were paid

in January 2024.

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.

Disclosure to Summary Compensation Table:

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Underlying Unexercised

Number of Shares or Units of Stock 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

Number of Shares or Units of Stock That Have Not Vested

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

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

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

Unexercisable

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

Based on $1.33 per share, which was the closing price of our common stock on December 31, 2023.

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

months thereafter.

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

months thereafter.

Consists of restricted stock units granted on 1/13/2023, which vest in 6 installments commencing on 5/23/2023 and continuing every six

months thereafter.

Consists of restricted stock units granted on 5/15/2023, which vest in 6 installments commencing on 11/23/2023 and continuing every six

months thereafter.

Payments Upon Termination or Change of Control

is no compensation payable to the named executive officers upon voluntary termination, retirement, involuntary not-for-cause termination,

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

the recommendation of the compensation committee of the board of directors, the Board approved the Co-Diagnostics, Inc.

Change in Control

Severance Plan (the “Plan”).

The Plan provides severance benefits to a select group of designated management or highly compensated

participants in the event their employment or affiliation with the Company or an affiliate is terminated due to a change in control (as

defined in the Plan).

Participants entitled to benefits under the Plan are designated from time-to-time by the Compensation Committee

pursuant to the terms of an “Award Notice,” the form of which is appended to the Plan.

The Award Notice identifies the eligible

participant and the Severance Multiplier (as defined in the Plan) to which the participant is entitled.

The Compensation Committee approved

participation in the Plan for certain executives of the Company, including the Company’s CEO, Dwight Egan, with a Severance Multiplier

of three times his severance benefit and the Company’s CFO, Brian Brown, with a Severance Multiplier of two times his severance

the Plan, if a participant’s employment or affiliation is terminated without “cause” or by the participant for “good

reason” (each, as defined in the Plan) during the two-year period following a change in control, a participant will be entitled

to a severance benefit equal to the participant’s Severance Multiplier as set forth in the participant’s Award Notice, times

(i) the participant’s annual base salary;

and (ii) the greater of the participant’s target bonus or the average

of the three highest actual annual cash bonuses paid to participant over the five preceding completed years.

participant’s receipt of any of the payments or benefits is subject to the participant’s delivery to the Company of a separation

agreement of the type that are ordinarily entered into in similar situations, in a form acceptable to the Company, in its sole discretion,

which separation agreement may include a requirement for the participant to remain in the employ or service of the Company for a reasonable

period of time after completion of the Change in Control transaction to assist in any transition activities for which participant’s

services would be required.

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

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Eugene Durenard (5)

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.

The RSUs vested immediately

As of December 31, 2022,

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.

RSUs vested immediately upon grant.

of December 31, 2023, Mr.

Serbin had 120,000 RSU awards outstanding.

As of December 31, 2022,

of December 31, 2023, Mr.

Nelson had 120,000 RSU awards outstanding.

As of December 31, 2022,

of December 31, 2023, Mr.

Murphy had 120,000 RSU awards outstanding.

As of December 31, 2022,

of December 31, 2023, Mr.

Durenard had 120,000 RSU awards outstanding.

non-employee directors receive cash compensation of $100,000 per year, paid quarterly.

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.

In 2022, they also received 70,000 RSU’s

vesting 1/6 th equally in May 2023, 2024, and 2025 and November 2023, 2024 and 2025.

In 2023, they also received 40,000 RSU’s

vesting 1/6 th equally in November 2022, 2023, and 2024 and May 2023, 2024, and 2025, as well as 70,000 RSU’s vesting

1/6 th equally in November 2023, 2024 and 2025 and May 2024, 2025 and 2026.

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

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.

Incentive Plans

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beneficial ownership of less than 1%.

Information obtained from

Schedule 13G/A filed with the SEC on February 9, 2023.

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 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.

obtained from Schedule 13G/A filed with the SEC on February 13, 2024.

Vanguard Group has an address of 100 Vanguard Blvd, Malvern,

exercisable options to acquire 100,000 shares of common stock.

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

exercisable options to acquire 20,445 shares of common stock.

Compensation Plan Information

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3,966,069 (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.

options and restricted stock units outstanding under our 2015 Equity Incentive Plan.

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

Company employs one person who is 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, 2022, 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 $962,800 and $489,000, 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.

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

the year ended December 31, 2023, the total compensation paid to this person, including salaries, bonuses, and the grant date fair value

of equity awards which vest over three years, was $648,201.

The Company also uses the services of Winston Egan as an independent contractor

for sales operations consulting.

Winston Egan is also the son of Dwight Egan, the Company’s President and Chief Executive Officer

and Chairman of the Board.

During the year ended December 31, 2023, the total compensation paid to this contractor, comprised of consulting

fees, was $120,000.

for Review of Related Party Transactions

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.

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

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

aggregate fees and expenses for professional services rendered by our principal accounting firm, Tanner LLC for 2023 and Haynie &

Company for 2022, are separately presented and are as follows:

Years Ended December 31,

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review of our quarterly consolidated financial statements and our offerings.

Other consulting fees relate to fees for products

and services other than the services reported above and consist of federal and state research tax credit consulting services (at a fixed

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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All fees incurred were pre-approved by the audit

Exhibits, Financial Statement Schedules.

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.

Exhibits and 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)

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

Draft Registration Statement

(Exhibit 3.1)

Amendment to the Articles of Incorporation

Draft Registration Statement

(Exhibit 3.1.1)

Articles of Amendment to Articles of Incorporation

Form 8-K (Exhibit 3.2)

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.

8-K (Exhibit 2.1)

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

8-K (Exhibit 2.2)

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

8-K (Exhibit 2.2)

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

8-K (Exhibit 2.1)

of Incorporation

Registration Statement (Exhibit 3.1)

to the Articles of Incorporation

Registration Statement (Exhibit 3.1.1)

of Amendment to Articles of Incorporation

8-K (Exhibit 3.2)

Articles of Amendment

Form 10-K (Exhibit 3.1.3)

10-K (Exhibit 3.1.3)

Articles of Amendment

Amended and Restated Bylaws of Co-Diagnostics, Inc.

Form 8-K (Exhibit 3.1)

10-K (Exhibit 3.1.3)

and Restated Bylaws of Co-Diagnostics, Inc.

8-K (Exhibit 3.1)

Description of Registrant’s securities

Exclusive Agreement between Co-Diagnostics, Inc.

Form of Indenture

Statement (Exhibit 4.1)

Agreement between Co-Diagnostics, Inc.

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

Draft Registration Statement

(Exhibit 10.2)

Co-Diagnostics, Inc.

Registration Statement (Exhibit 10.2)

Co-Diagnostics,

Amended and Restated 2015 Long Term Incentive Plan

Form of Indemnification Agreement

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

Form S-1 (Exhibit 10.17)

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

of Indemnification Agreement

S-1/A (Exhibit 10.13.8)

Shareholders’

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

S-1 (Exhibit 10.16)

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

S-1 (Exhibit 10.17)

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

Dated December 31, 2021 (ACI Warrant)

Form 10-K (Exhibit 10.6)

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

10-K (Exhibit 10.6)

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

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

Form 10-K (Exhibit 14.1)

10-K (Exhibit 10.7)

of Securities Purchase Agreement, dated February 27, 2020

8-K (Exhibit 10.1)

Agreement 2401 Foothill Drive

10-K (Exhibit 10.9)

10-K (Exhibit 10.9.1)

10-K (Exhibit 10.9.2)

Co-Diagnostics, Inc.

Change in Control Plan

8-K (Exhibit 10.1)

Lease Agreement, dated June 1, 2023, between Ozone Biotech, LLC and Co-Diagnostics, Inc.

10-Q (Exhibit 10.1)

Commercial Lease Agreement, dated September 18, 2023, between Ge Estate, LLC and Co-Diagnostics, Inc.

10-Q (Exhibit 10.1)

Common Stock Purchase Warrant issued to Coltrin & Associates dated October 31, 2019

Statement (Exhibit 4.9)

Common Stock Purchase Warrant issued to Coltrin & Associates dated February 6, 2020

Statement (Exhibit 4.10)

Common Stock Purchase Warrant issued to Coltrin & Associates dated February 6, 2020

Statement (Exhibit 4.11)

Amendment dated July 31, 2020 to Common Stock Purchase Warrant issued to Coltrin & Associates dated October 31, 2019

Statement (Exhibit 4.12)

of Ethics for Senior Financial Officers

10-K (Exhibit 14.1)

Subsidiaries of Registrant

Consent of Tanner LLC

Consent of Haynie & Company

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