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Item 3. Legal Proceedings

2026-03-31 compared with 2025-03-27 · 88 added, 132 removed, 23 unchanged (91% of the section changed)

16 unchanged sentences

Actions and Shareholder Derivative Suits

Securities Class Action (District of Utah)

June 15, 2020, Gelt Trading Co.

(“Gelt”) filed a lawsuit in the United States District Court for the District of Utah (“District

of Utah”), against the Company and certain of our directors and officers, on behalf of itself and a putative class, seeking to

recover damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Gelt Litigation”).

The complaint alleges that Co-Diagnostics and the individual defendants overstated the accuracy of the Company’s Logix Smart COVID-19

test in statements on April 30, 2020 and May 1, 2020, and that plaintiff suffered losses when the Company’s stock price dropped

after public reports questioned the accuracy of the Logix Smart test on May 14, 2020.

On July 15, 2020, plaintiff filed an amended complaint.

On March 10, 2021, the court appointed Gelt as Lead Plaintiff, and on April 7, 2021, Lead Plaintiff filed a second amended complaint

(“SAC”), which asserts the same Sections 10(b) and 20(a) claims against the same defendants on largely the same theory.

May 5, 2021, the defendants moved to dismiss the SAC.

On March 9, 2022, the court entered a Decision & Order denying the motion to

dismiss, but narrowing the challenged statements to only those made in the May 1, 2020 press release, and on April 13, 2022, the defendants

filed an answer to the SAC.

On October 17, 2022, Gelt filed a motion to certify the putative class, and on August 18, 2023, the court

partially granted that motion, certifying a class of all those who purchased Co-Diagnostics securities between May 1, 2020 and May 14,

2020, dates inclusive, and who were damaged thereby.

Fact and expert discovery are now closed, and the parties’ cross-motions for

summary judgment and to exclude certain expert testimony are now fully briefed.

The court held oral argument on those motions on February

On March 4, 2025 a judgment was issued granting the Company’s motion for summary judgment and denying Lead Plaintiff’s

motion for partial summary judgment.

Derivative Lawsuits (District of Utah & Utah State Court)

September 17, 2020, a shareholder derivative lawsuit was filed in the District of Utah by Luis Aguilera, allegedly on behalf of Co-Diagnostics,

Inc., that substantially piggybacks on the Gelt Litigation referenced above.

The lawsuit asserts that the defendants failed to prevent

the alleged securities law violations largely asserted in the Gelt Litigation.

On December 2, 2020, a second shareholder derivative lawsuit

was filed in the District of Utah by Melvyn Klein asserting essentially the same claims, allegedly on behalf of Co-Diagnostics, as the

Aguilera shareholder derivative action.

And on April 29, 2021, the District of Utah consolidated the two shareholder derivative cases,

with the Aguilera case serving as the lead case under the caption In re Co-Diagnostics, Inc.

September 17, 2020, a shareholder derivative lawsuit was filed in the District of Utah by Luis Aguilera, allegedly on behalf of

Co-Diagnostics, Inc.

The Aguilera lawsuit asserted that the defendants failed to prevent alleged securities law violations.

December 2, 2020, a second similar shareholder derivative lawsuit was filed in the District of Utah by Melvyn Klein.

2021, the District of Utah consolidated the Aguilera and Klein lawsuits, with the Aguilera case serving as the lead case under the

caption In re Co-Diagnostics, Inc.

Derivative Litigation.

2022, plaintiffs filed an amended complaint asserting claims for breach of fiduciary duty, unjust enrichment, and contribution under

Sections 10(b) and 21D of the Securities Exchange Act of 1934.

Defendants answered the amended complaint on June 24, 2022.

25, 2024, the consolidated Aguilera derivative action was voluntarily dismissed without prejudice.

November 24, 2020, an additional shareholder derivative lawsuit was filed in the District of Utah by Matthew Wallace, allegedly on behalf

of Co-Diagnostics, Inc., that also piggybacks on the Gelt Litigation referenced above.

It named the same defendants and asserted essentially

the same claims, allegedly on behalf of Co-Diagnostics, as in the other District of Utah shareholder derivative actions referenced above.

On January 25, 2021, another shareholder derivative lawsuit was filed in the District of Utah by Jason Reagan, asserting essentially

the same claims as in the Wallace lawsuit.

On March 18, 2021, the court consolidated the two lawsuits, with the Wallace lawsuit serving

as the lead case.

On April 30, 2021, plaintiffs filed an amended complaint asserting claims for breach of fiduciary duty against defendants

and claims for insider trading.

On January 26, 2024, the court ordered the parties’ proposed revised case schedule, setting fact

and expert discovery deadlines throughout 2024 and early 2025;

dispositive motions are due June 1, 2025, but no trial date has yet been

March 29, 2021, an additional shareholder derivative lawsuit was filed in the Third District Court in and for Salt Lake County, State

of Utah (“Utah State Court”) by Hua Ding, allegedly on behalf of Co-Diagnostics, Inc., that also piggybacks on the Gelt Litigation

referenced above.

It names the same defendants and asserts essentially the same claims as in In re Co-Diagnostics, Inc.

Litigation pending in the District of Utah referenced above.

On December 12, 2022, a second shareholder derivative lawsuit was filed

in Utah State Court by Kathryn Matuch asserting essentially the same claims, allegedly on behalf of Co-Diagnostics, as the Ding shareholder

derivative action.

defendants believe the claims asserted in all of the shareholder derivative lawsuits referenced above are without merit and intend to

defend vigorously against them, but there can be no assurances as to the outcome.

On November 24, 2020, an additional shareholder derivative lawsuit

was filed in the District of Utah by Matthew Wallace, which named the same defendants and asserted essentially the same claims as in

the Aguilera shareholder derivative action.

On January 25, 2021, another similar shareholder derivative lawsuit was filed in the

District of Utah by Jason Reagan.

On March 18, 2021, the court consolidated the Wallace and Reagan lawsuits, with the Wallace

lawsuit serving as the lead case.

On March 29, 2021, an additional shareholder derivative lawsuit was filed in the Third District

Court in and for Salt Lake County, State of Utah (“Utah State Court”) by Hua Ding.

On December 12, 2022, a second

similar shareholder derivative lawsuit was filed in Utah State Court by Kathryn Matuch.

Each of the shareholder derivative lawsuits

mentioned here was voluntarily dismissed without prejudice.

Capital Securities Class Action (Southern District of New York)

August 16, 2022, Stadium Capital LLC (“Stadium”) filed a lawsuit in the United States District Court for the Southern District

of New York, against Co-Diagnostics, Inc., and certain of our officers, on behalf of itself and a putative class, seeking to recover

damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

The complaint alleges that Co-Diagnostics

and the individual defendants overstated the demand for the Company’s Logix Smart COVID-19 test in statements on May 12, 2022 and

June 15, 2022, and that plaintiff suffered losses when the Company’s stock price dropped after the Company disclosed its financial

results for the quarter ended June 30, 2022 in a press release on August 11, 2022.

On September 19, 2022, a second plaintiff, Drew Lee,

filed a similar complaint in the same court against the same defendants alleging essentially the same claims.

On August 9, 2023, the

court consolidated these two securities class actions into the Stadium action and appointed Stadium as lead plaintiff.

On September 21,

2023, Stadium filed a consolidated amended complaint, and on October 20, 2023, defendants moved to dismiss.

On February 5, 2024, the

Court granted in part and denied in part the defendants’ motion to dismiss, and on April 19, 2024, the Court dismissed an additional

Fact discovery on the remaining claims closed on November 15, 2024, and expert discovery is currently underway.

Dispositive motions

are due March 21, 2025, and no trial date has yet been set.

The defendants believe the claims are without merit and intend to defend

vigorously against them, but there can be no assurances as to the outcome.

On August 16, 2022, Stadium Capital LLC (“Stadium”) filed a

lawsuit in the United States District Court for the Southern District of New York, against Co-Diagnostics, Inc., and certain of our officers,

on behalf of itself and a putative class, seeking to recover damages for alleged violations of Sections 10(b) and 20(a) of the Securities

Exchange Act of 1934.

The complaint alleges that Co-Diagnostics and the individual defendants overstated the demand for the Company’s

Logix Smart COVID-19 test in statements on May 12, 2022 and June 15, 2022, and that plaintiff suffered losses when the Company’s

stock price dropped after the Company disclosed its financial results for the quarter ended June 30, 2022 in a press release on August

On September 19, 2022, a second plaintiff, Drew Lee, filed a similar complaint in the same court against the same defendants

alleging essentially the same claims.

On August 9, 2023, the court consolidated these two securities class actions into the Stadium action

and appointed Stadium as lead plaintiff.

On September 21, 2023, Stadium filed a consolidated amended complaint, and on October 20, 2023,

defendants moved to dismiss.

On February 5, 2024, the Court granted in part and denied in part the defendants’ motion to dismiss,

and on April 19, 2024, the Court dismissed an additional claim.

Discovery on the remaining claims closed on February 7, 2025, and the parties

filed cross-motions for summary judgment on March 21, 2025.

On January 14, 2026, the Court granted in part and denied in part plaintiffs’

partial motion for summary judgment and denied the defendants’ motion for summary judgment.

The case has now been set for trial

in the Southern District of New York on October 5, 2026.

The defendants believe the claims are without merit and intend to defend vigorously

against them, but there can be no assurances as to the outcome.

Co-Diagnostics,

Hukui Technology, Inc., et al.

(Third Judicial District Court, Salt Lake County, State of Utah, Civil No.

210902131, filed on

April 21, 2021).

Company filed a complaint against Defendants Hukui Technology, Inc., Hukui Tech, Inc., and Hukui Bio Co., Ltd (collectively, “Hukui”)

seeking a declaratory judgment that the Company is not obligated to any of them in any amount.

On August 24, 2021, Hukui filed their

Answer and Counterclaim seeking damages on a number of theories, including breach of contract for letter agreements, breach of oral agreement,

promissory estoppel, unjust enrichment, and interference with economic relations.

Hukui requested a money judgment against the Company

in an amount to be determined at trial.

On September 20, 2021, Hukui filed their Unopposed Motion for Leave to Amend Answer to the Complaint,

Affirmative Defenses, and Counterclaims and, on October 14, 2021, Hukui filed their Amended Answer and Counterclaims seeking damages

on declaratory judgment, as well as breach of contract for letters of authorization, breach of oral agreement, promissory estoppel, unjust

enrichment, and interference with economic relations.

In 2022 the parties exchanged their initial disclosures, exchanged written discovery

requests, and conducted a number of depositions on each side that were concluded in January 2023.

On June 1, 2023 the Company filed a

Motion for Summary Judgment asking the court for summary judgment on its sole claim for declaratory relief and for summary judgment with

respect to all Hukui counterclaims.

On November 7, 2023, the Court issued its decision and granted the Company summary judgment on its

sole claim for declaratory relief and on all Hukui counterclaims.

On December 22, 2023, Hukui filed a notice of appeal of the final judgment

in its entirety with the Utah Supreme Court.

The Utah Supreme Court subsequently issued an order transferring the case to the Utah Court

Hukui has filed its brief in support of its efforts to overturn the Court’s order granting the Company’s motion

for summary judgment.

The Company has filed its reply brief in response to Hukui’s appellant brief.

The Utah Court of Appeals has

not ruled on Hukui’s appeal.

The Company believes the claims are without merit and intends to defend vigorously against them, but

there can be no assurances as to the outcome.

Co-Diagnostics,

Pantheon International Advisors Ltd.

(Third Judicial District Court, Salt Lake County, State of Utah, Civil No.

210902609, filed

on May 14, 2021).

Company filed a complaint against Pantheon International Advisors (“Pantheon”) asking the court to declare that the Company

has no ongoing contractual business relationship with Pantheon, no monies owing, nor does Pantheon have any interest, right, title or

claim to any stock issued by the Company or ownership of any kind in the Company.

Pantheon was served with a 30-Day Summons on September

9, 2021 to which it failed to respond, and a default judgement against Pantheon International Advisors was entered by the Court on November

The time to appeal from the judgment or seek to vacate the judgment has passed.

learning that the Company had initiated suit in Utah, and after learning of Company’s intent to serve it with process of that suit,

on May 24, 2021, Pantheon filed a claim against the Company in the Royal Courts of Justice Group, Queens Bench Division, Claim No.

QB-21-002245,

stating that the Company owes Pantheon $2,860,809.79 for alleged breach of contract for failing to make payments purportedly due under

a contract allegedly entered into on October 18, 2018.

The Company has filed its response to Pantheon’s claim.

The Company is being

represented locally in the UK by Freshfields Bruckhaus Deringer LLP in that matter.

The Company intends to vigorously defend against

the UK claims and will seek to the full extent possible to enforce its rights under the Declaratory Judgment already obtained in Utah

but there can be no assurances as to the outcome.

(Third Judicial District Court, Salt Lake County, Utah)

Company initiated this action in April 2021 seeking a declaratory judgment that it had no payment obligations to the defendants in connection

with certain commercial arrangements.

Defendants asserted counterclaims, including breach of contract, promissory estoppel, unjust enrichment

and related claims, seeking damages of approximately $2.3 million.

November 2023, the trial court granted summary judgment in favor of the Company and dismissed all counterclaims.

On appeal, the Utah

Court of Appeals affirmed in part and reversed in part, reinstating certain claims.

A bench trial on the remaining claims was held in

February 2026.

March 25, 2026, the trial court issued its Findings of Fact, Conclusions of Law, and Ruling, finding in favor of the Company on its declaratory

judgment claim and on all remaining counterclaims asserted by the defendants.

The court concluded, among other things, that the Company

did not breach any agreement with the defendants and that the defendants were not entitled to any damages.

the Company believes the matter has been favorably resolved at the trial court level, the defendants may have the right to appeal the

The Company intends to continue to vigorously defend its position in the event of any further proceedings.

Co-Diagnostics, Inc.

Pantheon International

Advisors Ltd.

(Utah State Court)

May 2021, the Company filed a declaratory judgment action in Utah seeking confirmation that it had no contractual relationship or payment

obligations to Pantheon.

The Company obtained a final default judgment in its favor in November 2021.

Pantheon subsequently initiated

proceedings in the United Kingdom asserting claims of approximately $2.9 million.

On March 31, 2026, the parties entered into a settlement

agreement to fully resolve all disputes, without any admission of liability.

Under the agreement, the Company agreed to pay $140,000,

and the parties agreed to dismiss the UK proceedings with prejudice and exchange mutual releases.

The Company does not expect any further

material loss related to this matter.

Robert Salna v.

Co-Diagnostics, Inc., et al.

(Third Judicial District Court, Salt Lake County, Utah)

In February 2024, the plaintiff filed suit against

the Company and certain officers in connection with a 2018 loan transaction, alleging entitlement to equity-based compensation.

The complaint

asserts various claims, including breach of contract, fraud, and violations of federal and state securities laws, and seeks damages of

not less than $10 million.

In 2025, a non-binding arbitration resulted in a decision

in favor of the Company on all claims.

The plaintiff has continued to pursue the litigation.

The Company has filed a motion to dismiss,

which is fully briefed, and a hearing is scheduled for May 2026.

The Company believes the claims are without merit and intends to defend

the action vigorously.

MINE SAFETY DISCLOSURES

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

What changed 10-K

Item 3. Legal Proceedings