What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-27 · 504 added, 279 removed, 710 unchanged (52% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Operations

Statements of Operations and Comprehensive Loss

Consolidated Statement of Changes in Stockholders’ Equity

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States of America.

Going Concern

The financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has recurring losses

from operations and negative operating cash flows and needs to obtain additional financing to finance its operations.

These issues raise

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

The financial statements have been prepared assuming that the Company

will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has recurring losses from operations

and negative operating cash flows and needs to obtain additional financing to finance its operations.

These issues raise substantial doubt

about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the

Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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Audit Matters

The critical audit matter communicated below is a matter arising from the

current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

The critical audit matter communicated below is a matter arising from

the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

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The Company’s analysis for the year ended December 31, 2025,

required significant judgment to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived

required significant judgement to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived

intangible assets are impaired.

As a result of their analysis, the Company determined there was no impairment as of year-end.

Auditing the Company’s annual impairment assessment was complex and

highly judgmental due to the significant judgment required in determining whether it is more likely than not the in-process research and

development indefinite-lived intangible assets are impaired.

This required a high degree of auditor judgment, subjectivity and effort

in performing procedures and evaluating audit evidence to evaluate management’s assessment in evaluating these indefinite-lived

intangible assets for impairment.

These procedures included among others:

(1) evaluating management’s process for evaluating impairment,

(2) evaluating the factors assessed by management (3) evaluating other relevant factors in making our own determination, and (4) evaluating

and discussing considerations and conclusions made by management.

As a result of their analysis, the Company determined there was a $18,882,000 impairment on the intangible

As such, the Company wrote down the assets and the value of the in-process research and development indefinite-lived intangible

assets as of December 31, 2025, totaled $7,219,000.

Auditing the Company’s annual impairment assessment was complex

and highly judgmental due to the significant judgment required in determining whether the intangibles were valued in a reasonable and

appropriate manner.

This required a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit

evidence to evaluate management’s assessment in evaluating these indefinite-lived intangible assets for impairment.

These procedures

included among others:

(1) evaluating management’s process for evaluating impairment, (2) evaluating the factors assessed by management

(3) evaluating the methods for valuing the impairment that was recorded (4) evaluating other relevant factors in making our own determination,

and (5) evaluating and discussing considerations and conclusions made by management.

have served as the Company’s auditor since 2023

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Intangible assets, net

Investment in joint venture

Investment in joint ventures

Liabilities and stockholders’ equity

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Accumulated other comprehensive income

Accumulated earnings (deficit)

Accumulated deficit

( 80,373,539 )

( 33,477,603 )

Total stockholders’ equity

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Depreciation and amortization

Impairment charges

Total operating expenses

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Gain on remeasurement of acquisition contingencies

Gain (loss) on equity method investment in joint venture

Loss on equity method investment in joint ventures

Total other income, net

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$ ( 37,639,008 )

Other comprehensive loss

Change in net unrealized gains on marketable securities, net of tax

Other comprehensive income (loss)

Change in net unrealized gains (losses) on marketable securities, net of tax

Total other comprehensive income (loss)

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STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Convertible Preferred Stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders’

Comprehensive

Stockholders’

Balance as of December 31, 2023

$ ( 15,575,795 )

$ 114,519,994

Issuance of common stock related to at-the-market offering, net of offering costs

Stock-based compensation expense

Repurchases of common stock

( 1,363,929 )

Other comprehensive loss, net of tax

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$ 102,472,210

$ ( 33,477,603 )

$ ( 15,575,795 )

$ 102,472,210

$ ( 33,477,603 )

Common stock issued for option exercises

Issuance of common stock related to at-the-market offering, net of offering costs

Stock-based compensation expense

Repurchases of common stock

Issuance of common stock related to financial advisory services

Issuance of common stock related to registered direct offering, net of offering costs

Other comprehensive loss, net of tax

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Depreciation and amortization

Impairment charges

Stock-based compensation expense

Common stock issued for financial advisory services

Change in fair value of acquisition contingencies

( 1,092,581 )

Non-cash lease expense

Realized gain on investments

( 2,243,059 )

(Gain) loss from equity method investment

Loss from equity method investment

(Gain) loss on disposition of assets

Deferred income taxes

( 2,417,987 )

Provision for (recoveries of) credit losses

Inventory obsolescence expense

Recoveries of credit losses

Inventory obsolescence expense (recovery)

Changes in assets and liabilities:

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Accounts payable, accrued expenses and other liabilities

( 3,112,897 )

Net cash used in operating activities

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Purchases of property and equipment

( 1,365,306 )

Proceeds from maturities of marketable investment securities

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( 40,802,588 )

Investment in joint venture

Investment in joint ventures

Net cash provided by investing activities

Cash flows from financing activities

Repurchases of common stock

( 1,363,929 )

Proceeds from exercise of options

Issuance of common stock related to at-the-market offering, net of offering costs

Net cash provided by (used in) financing activities

( 1,363,929 )

Net decrease in cash and cash equivalents

( 11,980,334 )

Issuance of common stock related to registered direct offering, net of offering costs

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 11,980,334 )

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Supplemental disclosure of cash flow information

Income taxes paid

Cash received for income taxes

$ ( 858,870 )

Supplemental disclosure of non-cash investing and financing transactions

Inventory moved to property, plant and equipment

Right-of-use assets obtained in exchange for new operating lease liabilities

Receivable from issuance of common stock, collected in 2025

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Co-Diagnostics,

Inc., a Utah corporation (the “Company” or “CODX”), is a molecular diagnostics company that develops,

manufactures and markets state-of-the-art diagnostics technologies.

The Company’s technologies are utilized for tests that are

designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA).

The Company also uses its proprietary

technology to design specific tests for its Co-Dx™ PCR platform and to locate genetic markers for use in applications other

than infectious disease.

In connection with the sale of our tests we may sell diagnostic equipment from other manufacturers as

self-contained lab systems.

Inc., a Utah corporation (the “Company” or “CODX”), is a molecular diagnostics company that develops, manufactures

and markets state-of-the-art diagnostics technologies.

The Company’s technologies are utilized for tests that are designed using

the detection and/or analysis of nucleic acid molecules (DNA or RNA).

The Company also uses its proprietary technology to design specific

tests for its Co-Dx™ PCR platform and to locate genetic markers for use in applications other than infectious disease.

In connection

with the sale of our tests we may sell diagnostic equipment from other manufacturers as self-contained lab systems.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

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All intercompany balances and transactions have been

Reverse Stock Split

On January 1, 2026, the Company effected a 1-for-30

reverse stock split (the “Reverse Stock Split”) of its common stock.

The Reverse Stock Split did not change the par value

of the Company’s common stock, which remains $ 0.001 per share, nor did it change the number of authorized shares of common stock.

Proportionate adjustments were made to the number

of shares of common stock underlying the Company’s outstanding equity awards and warrants, as well as to the applicable exercise

All historical and per-share information has been retroactively adjusted to reflect the Reverse Stock Split.

and Going Concern

accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, (“ASC 205-40”) the Company evaluated

whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability

to continue as a going concern within one year after the date on which this Annual Report on Form 10-K is filed.

Based on the Company’s

cash, cash equivalents, and short-term investments as of December 31, 2024, the Company’s current and forecasted level of operations,

and its forecasted cash flows, the Company’s ability to continue as a going concern is dependent upon its ability to obtain the

necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and

to generate profitable operations in the future.

Management plans to provide for the Company’s capital requirements through equity

financing, including through selling shares under the Company’s ATM Agreement, seeking additional grant funding, and through operational

efficiencies.

Our ability to obtain additional financing in equity capital markets is subject to several factors, including market and

its annual report on Form 10-K for the year ended December 31, 2024, the Company concluded, in accordance with the criteria identified

in Accounting Standards Codification (“ASC”) 205-40, Going Concern, (“ASC 205-40”), that substantial doubt existed

about the Company’s ability to continue as a going concern.

This conclusion was driven by the Company’s historical operating

losses, negative cash flows from operations, and existing liquidity position at that time.

the year ended December 31, 2025, the Company completed various transactions designed to improve its liquidity and capital structure,

primarily through the sale of shares under the Company’s ATM Agreement and through two registered direct offerings of common stock.

these actions, management determined that the conditions that raised substantial doubt in the prior year have not been alleviated and

therefore has concluded that substantial doubt continues to exist about the Company’s ability to continue as a going concern for

12 months from the date these consolidated financial statements are issued.

Company’s ability to obtain additional financing in equity capital markets is subject to several factors, including market and

economic conditions, our performance and investor sentiment with respect to us and our industry.

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evaluation of mitigating factors.

As a result, management has concluded that substantial doubt exists about the Company’s ability

to continue as a going concern for 12 months from the date these consolidated financial statements are issued.

consolidated financial statements as of December 31, 2025, have been prepared under the assumption that the Company will continue as a

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2 – Summary of Significant Accounting Policies

Operating Segments

The Company operates as one operating segment.

Operating segments

are defined as components of an entity for which separate financial information is regularly evaluated by the chief operating decision

maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates financial information and resources and assesses the performance of these resources on a consolidated

There is no expense or asset information that is supplemental to information disclosed within the consolidated financial statements,

that is regularly provided to the CODM.

The allocation of resources and assessment of performance of the operating segment is based on

consolidated net loss and functional expenses as reported on our consolidated statements of operations and comprehensive loss.

the Company operates as one operating segment, financial segment information, including expense and asset information, can be

found in the consolidated financial statements.

All material long-lived assets are based in the United States.

Company operates as one operating segment.

Operating segments are defined as components of an entity for which separate financial

information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive

Officer, in deciding how to allocate resources and assess performance.

The Company’s CODM evaluates financial information and resources

and assesses the performance of these resources on a consolidated basis.

There is no expense or asset information that is supplemental

to information disclosed within the consolidated financial statements, that is regularly provided to the CODM.

The allocation of resources

and assessment of performance of the operating segment is based on consolidated net loss and functional expenses as reported on our consolidated

statements of operations and comprehensive loss.

Because the Company operates as one operating segment, financial segment information,

including expense and asset information, can be found in the consolidated financial statements.

All material long-lived assets are based

in the United States and India.

Reclassifications

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on the previously reported results.

Revision of Previously Issued Financial Statements

During the preparation of the Company’s

consolidated financial statements for the year ended December 31, 2025, the Company identified an immaterial error in its previously

issued consolidated financial statements for the year ended December 31, 2024.

The error related to the accounting for the

Company’s joint venture investment.

Specifically, the Company had overstated its investment in joint

ventures balance and accumulated deficit balance by $ 436,761 as of December 31, 2024, as a result of an incorrect application of

the equity method of accounting.

Management evaluated the error and concluded that it was not material to the previously issued

financial statements and that correcting the error in the current period would also be immaterial.

Accordingly, the accompanying

consolidated financial statements for the year ended December 31, 2024 have been revised to reflect the correction of this

The following table summarizes the effect of the revision

on the previously reported line items in the Company’s December 31, 2024 consolidated balance sheet:

of revision of previously reported line items

Balance Sheet

As Previously

Investment in joint ventures

$ ( 436,761 )

Accumulated deficit

$ ( 33,040,842 )

$ ( 436,761 )

$ ( 33,477,603 )

There was no impact on the Company’s consolidated

statements of operations and comprehensive loss, consolidated statements of cash flows, or loss per share for any period presented.

and Cash Equivalents

and cash equivalents consist of cash on hand, money market funds and highly liquid investments with an original maturity date of 90 days

or less from the date of purchase.

The fair value of cash equivalents approximated their carrying value as of December 31, 2024 and December

The Company has its cash and cash equivalents with a large creditworthy financial institution and the balance exceeded federally

insured limits.

The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any

significant credit risk on cash and cash equivalents.

Cash and cash equivalents consist of cash on hand,

money market funds and highly liquid investments with an original maturity date of 90 days or less from the date of purchase.

value of cash equivalents approximated their carrying value as of December 31, 2025, and December 31, 2024.

The Company has its cash and

cash equivalents with a large creditworthy financial institution and the balance exceeded federally insured limits.

The Company has not

experienced any losses in such accounts, and management believes the Company is not exposed to any significant credit risk on cash and

cash equivalents.

Investment Securities

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accounts receivable are recorded at the invoiced amount (net of allowance) and do not bear interest.

The Company maintains an

allowance for credit losses for amounts the Company does not expect to collect.

In establishing the required allowance, management

considers historical losses, current market condition, customers’ financial condition, the age of receivables, and current

payment patterns.

Account balances are written off against the allowance once the receivable is deemed uncollectible.

Recoveries of

trade receivables previously written off are recorded when collected.

At December 31, 2024 total accounts receivable was $ 242,625

with an allowance for uncollectable accounts of $ 110,055

resulting in a net amount of $ 132,570 .

At December 31, 2023 total accounts receivable was $ 504,264

with an allowance for uncollectable accounts of $ 200,338

resulting in a net amount of $ 303,926 .

The Company maintains an allowance

for credit losses for amounts the Company does not expect to collect.

In establishing the required allowance, management considers historical

losses, current market condition, customers’ financial condition, the age of receivables, and current payment patterns.

balances are written off against the allowance once the receivable is deemed uncollectible.

Recoveries of trade receivables previously

written off are recorded when collected.

At December 31, 2025, total accounts receivable was $ 230,752 with an allowance for uncollectable

accounts of $ 40,377 resulting in a net amount of $ 190,375 .

At December 31, 2024, total accounts receivable was $ 242,625 with an allowance

for uncollectable accounts of $ 110,055 resulting in a net amount of $ 132,570 .

At December 31, 2023, total accounts receivable was $ 504,264

with an allowance for uncollectable accounts of $ 200,338 resulting in a net amount of $ 303,926 .

Equity-Method

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estimated useful or scrap values.

The Company recognized $ 54,987 and $ 2,760,011 related to the change in inventory reserves during the

years ended December 31, 2024 and 2023, respectively.

The Company recognized $ 56,708 and $ 54,987 related to the change in inventory reserves during the years

ended December 31, 2025 and 2024, respectively.

Indefinite-lived

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Finite-lived intangible assets are amortized over their useful lives.

The assessment of the Company’s indefinite lived

intangible asset involves comparing the fair value of the asset, determined using the income approach which is based on discounted cash

flow techniques, to the carrying value of the asset.

The fair value determination is based on the concept of evaluating the highest and

best use of the asset in the hands of a market participant and considers the current use and any other use that is financially feasible,

justifiable, and reasonably probable.

If the fair value is less than the carrying value, an impairment expense is recorded for the difference

between those values.

During 2025, the Company identified impairment indicators

for its in-process research and development intangible assets, primarily due to a significant and sustained decline in our stock price

and market capitalization compared to the assets’ net book value.

The Company remeasured the fair value of these assets and recognized

non-cash impairment charges of $ 18,882,000 .

This amount is reflected as impairment charges in the consolidated statements of operations

and comprehensive loss for 2025.

assets, such as property and equipment, are stated at cost less accumulated depreciation and amortization.

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The Company reviews its long-lived assets, including property and equipment,

indefinite-lived and finite-lived intangible assets, and ROU assets, for impairment whenever an event or change in facts and circumstances

indefinite-lived and finite-lived intangible assets, and right-of-use (“ROU”) assets, for impairment whenever an event or change in facts and circumstances

indicates that their carrying amounts may not be recoverable.

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the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds fair

Leases with a term longer than 12 months are recognized

on the balance sheet as ROU assets and lease liabilities and are classified as either finance or operating leases, with that classification

affecting the pattern and classification of expense recognition in the statement of operations and comprehensive loss.

ROU assets are

evaluated for impairment as a long-lived asset.

Company generates revenue from product sales and license sales.

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Company may submit applications to receive grant funding from governmental and non-governmental entities.

The Company accounts for grants

by analogizing to the contribution accounting model under ASC 958-605, Not-for-Profit Entities (“ASC 958”).

Revenues from

grants, contracts, and awards provided by governmental and non-governmental agencies are recorded based upon the terms of the specific

The Company recognizes grant funding without conditions or continuing performance obligations as revenue in the consolidated

statements of operations and comprehensive income (loss).

The Company recognizes grant funding with conditions or continuing performance

obligations as deferred revenue in the consolidated balance sheets if the conditions or performance obligations have not yet been met.

The Company recognized grant funding revenue of $ 3.1 million and $ 5.8 million during the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023, respectively, the Company has also recorded $ 0.1 million and $ 0.3 million of deferred revenue related

to grant funding for which the cash was received, but the underlying conditions or performance obligations have not yet been met.

received from federal grants, contracts, and awards can be subject to audit by the grantor and, if the examination results in a disallowance

of any expenditure, repayment could be required.

The Company accounts for

grants by analogizing to the contribution accounting model under ASC 958-605, Not-for-Profit Entities (“ASC 958”).

Revenues from grants, contracts, and awards provided by governmental and non-governmental agencies are recorded based upon the terms

of the specific agreements.

The Company recognizes grant funding without conditions or continuing performance obligations as revenue

in the consolidated statements of operations and comprehensive income (loss).

The Company recognizes grant funding with conditions

or continuing performance obligations as deferred revenue in the consolidated balance sheets if the conditions or performance

obligations have not yet been met.

The Company recognized grant funding revenue of $ 204,284 and $ 3,145,112 during the years ended December 31, 2025 and 2024, respectively.

At December 31, 2025 and 2024, respectively, the Company

has also recorded $ 0 and

deferred revenue related to grant funding for which the cash was received, but the underlying conditions or performance obligations

have not yet been met.

Cash received from federal grants, contracts, and awards can be subject to audit by the grantor and, if the

examination results in a disallowance of any expenditure, repayment could be required.

revenue primarily consists of payments received from customers prior to the Company fulfilling its performance obligation of providing

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Risk and Significant Customers

Company had certain customers which were each responsible for generating 10 % or more of the total revenue for the years ended December

Company had certain customers which were each responsible for generating 10 % or more of revenue for the years ended December 31, 2025

and 2024, respectively.

One customer accounted for approximately 31 % of product revenue for the year ended December 31, 2024.

and two customers accounted for approximately 27 % of product revenue for the year ended December 31, 2023.

Two granting agencies accounted

for approximately 95 % of grant revenue for the year ended December 31, 2024, and one granting agency accounted for 100 % of grant revenue

for the year ended December 31, 2023.

customers accounted for more than 10 % of accounts receivable at December 31, 2024, and three customers accounted for more than 10 % of

accounts receivable at December 31, 2023.

These customers together accounted for approximately 94 % and 97 % of accounts receivable at

December 31, 2024 and 2023, respectively.

agency accounted for 100 % of grant revenue for the year ended December 31, 2025, and two granting agencies accounted for approximately

95 % of grant revenue for the year ended December 31, 2024.

customers accounted for more than 10 % of accounts receivable at December 31, 2025, and two customers accounted for more than 10 % of accounts

receivable at December 31, 2024.

These customers together accounted for approximately 82 % and 94 % of accounts receivable at December

31, 2025 and 2024, respectively.

Issued Accounting Standards

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November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through

enhanced disclosures about significant segment expenses.

The standard is effective for full year 2024 reporting, and for interim

reporting beginning in 2025.

The adoption of this ASU did not change the way the Company evaluates its reportable segments and, as a

result, did not have a material impact on the Company’s segment-related disclosures.

to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures

about significant segment expenses.

The standard is effective for full year 2024 reporting, and for interim reporting beginning in 2025.

The adoption of this ASU did not change the way the Company evaluates its reportable segments and, as a result, did not have a material

impact on the Company’s segment-related disclosures.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires an entity

to disclose annually additional information related to the company’s income tax rate reconciliation and income taxes paid during

The guidance should be applied prospectively with the option to apply the standard retrospectively.

The standard becomes

effective for the Company for full year 2025 reporting.

The Company does not expect a material impact on its consolidated financial statements

related to ASU 2023-09.

Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as

well as disclosure of income taxes paid disaggregated by jurisdiction.

The standard is effective for the Company for full year 2025 reporting,

with early adoption permitted.

The Company adopted ASU 2023-09 prospectively for the year ended December 31, 2025, and applied the new

disclosure requirements.

November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40):

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its consolidated financial statements.

July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts

Receivable and Contract Assets, which provides all entities with a practical expedient when estimating expected credit losses for current

accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

Early adoption is permitted

and entities should apply the practical expedient, if elected, prospectively to financial statements issued for reporting periods after

the effective date.

The standard becomes effective for the Company for interim and full year 2026 reporting.

The Company is currently

evaluating the impact of this new standard on its consolidated financial statements.

December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities,

which provides authoritative guidance for the accounting and presentation of government grants received by business entities, distinguishing

between grants related to assets and grants related to income.

Early adoption is permitted and entities may apply the standard using

a modified prospective, modified retrospective, or full retrospective transition approach, subject to the specific criteria outlined

The standard becomes effective for the Company for full year 2029 reporting.

The Company is currently evaluating the impact

of this new standard on its consolidated financial statements.

December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which clarifies and improves the

guidance in Accounting Standards Codification Topic 270, Interim Reporting.

Early adoption is permitted and entities may apply the standard

prospectively or retrospectively.

The standard becomes effective for the Company for interim 2028 reporting.

The Company is currently

evaluating the impact of this new standard on its consolidated financial statements.

December 2025, FASB issued ASU 2025-12, Codification Improvements, which includes narrow-scope amendments to the FASB Accounting Standards

Codification to clarify, correct errors, and make minor improvements to existing U.S.

This standard becomes effective for the Company

for interim and full year 2027 reporting.

As the amendments are not expected to introduce new recognition or measurement principles,

the Company does not expect a material impact on its consolidated financial statements related to ASU 2025-12.

3 – Cash, Cash Equivalents, and Financial Instruments

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Marketable Investment Securities

treasury securities

December 31, 2024

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Marketable Investment Securities

Money market funds

treasury securities

investment securities held as of December 31, 2024 mature over the next 12 months.

4 – Fair Value Measurements

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Weighted-Average

Useful Life (1)

In-process research and development

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Weighted-Average

Useful Life (1)

In-process research and development

Non-competition agreements

( 1,094,000 )

Total intangible assets

$ ( 1,094,000 )

on weighted-average useful life established as of the acquisition date.

Company completed its impairment test for the in-process research and development during the fourth quarter of 2025, resulting in a partial

impairment of the intangible asset which is reflected in impairment charges on the consolidated statements of operations and comprehensive

loss for the year ended December 31, 2025.

The Company did not record any impairment during the year ended December 31, 2024.

in the Company’s in-process research and development for the year ended December 31, 2025 were as follows:

of Research and Development

Balance as of December 31, 2024

Impairment of in-process research and development

( 18,882,000 )

Balance as of December 31, 2025

7 – Investment in Joint Ventures

On October 27, 2025, the Company formed

a new joint venture, CoMira Diagnostics (“CoMira”), with Arabian Eagle Manufacturing to research, develop, manufacture, assemble,

distribute, and commercialize the Company’s technologies and intellectual property within the Kingdom of Saudi Arabia and other

countries throughout the Middle East and North Africa.

The Company invested an initial $ 102,566 , representing a 50 % ownership interest.

The investment is accounted for under the equity method of accounting.

8 - Accrued Expenses

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Total Rest of World

Revenue geographic area

Percentage of revenue by area:

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Rest of World

in the Company’s deferred revenue balance for the year ended December 31, 2024 were as follows:

in the Company’s deferred revenue balance for the years ended December 31, 2025 and 2024 were as follows:

Schedule of Deferred Revenue

Balance as of December 31, 2023

Increase due to prepayments from customers

Increase due to grant funding awarded

Balance as of December 31, 2023

Revenue recognized included in deferred revenue balance at the beginning of the period

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Balance as of December 31, 2024

Revenue recognized included in deferred revenue balance at the beginning of the period

Increase due to prepayments from customers

Balance as of December 31, 2025

10 – Loss per Share

All share and per-share data, including basic and

diluted loss per share and weighted average shares outstanding, have been retroactively adjusted to reflect the 1-for-30 reverse stock

split effected on January 1, 2026, as if the reverse stock split had occurred at the beginning of the earliest period presented.

following table reconciles the numerator and the denominator used to calculate basic and diluted loss per share for years ended December

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Diluted loss per share

computation of diluted loss per share for the years ended December 31, 2024 and December 31, 2023 also excludes approximately 1.4 million

shares of common stock and approximately 465,000 warrants to purchase shares of common stock that are contingent upon the achievement

computation of diluted loss per share for the years ended December 31, 2025 and December 31, 2024 also excludes approximately 47,000 shares of common stock and 15,500 warrants to purchase shares of common stock that are contingent upon the achievement

of certain milestones.

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11 – Stock-Based Compensation

Reverse Stock Split

On January 1, 2026, the Company effected a 1-for-30

reverse stock split of its common stock.

The Reverse Stock Split did not change the par value

of the Company’s common stock, which remains $ 0.001 per share, nor did it change the number of authorized shares of common stock.

Proportionate adjustments were made to the number

of shares of common stock underlying the Company’s outstanding equity awards and warrants, as well as to the applicable exercise

All historical and per-share information has been retroactively adjusted to reflect the Reverse Stock Split.

Incentive Plans

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directors and independent contractors.

The number of awards available for issuance under the Incentive Plan was 3,061,949 at December

On August 31, 2022, the shareholders approved an increase in the number of awards available for

issuance under the Incentive Plan to an aggregate of 400,000 shares of common stock.

Incentive Plan expired on December 31, 2025.

The Company’s board of directors adopted in March 2025, and in May 2025 shareholders

approved, the Co-Diagnostics, Inc.

2025 Equity Incentive Plan (the “2025 Plan”) providing for the issuance of stock-based

incentive awards to employees, officers, consultants, directors and independent contractors.

At December 31, 2025, the number of awards

available for issuance under the 2025 Plan was 246,933 , including unused awards which rolled over from the Incentive Plan upon its

No awards have been made under the 2025 Plan.

following table summarizes option activity during the years ended December 31, 2025 and 2024:

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Exercisable at December 31, 2025

were no options exercised during the years ended December 31, 2024 and 2023, respectively.

The aggregate intrinsic value of outstanding

options at December 31, 2024 and 2023 was approximately $ 0 and $ 0.2 million, respectively.

were 758 and 0 options exercised during the years ended December 31, 2025 and 2024, respectively.

The aggregate intrinsic value of

outstanding options at December 31, 2025 and 2024 was approximately $ 0 and $ 0 , respectively.

As of December 31, 2025, there were no unvested

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RSUs and related activity for the years ended December 31, 2025 and 2024:

Schedule of Outstanding Restricted Stock Units and Related Party

Schedule of Outstanding Restricted Stock Units and Related Activity

Number of RSUs

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Unvested at December 31, 2023

( 1,354,081 )

Forfeited/Cancelled

Unvested at December 31, 2024

( 1,479,169 )

Forfeited/Cancelled

Unvested at December 31, 2025

of December 31, 2024, there was $ 4.8 million of unrecognized stock-based compensation expense related to outstanding RSUs which is expected

to be recognized over a weighted-average period of 1.5 years.

of December 31, 2025, there was $ 2,495,988 of unrecognized stock-based compensation expense related to outstanding RSUs which is expected to be recognized over a

weighted-average period of 1.7

Company has issued warrants related to financings, acquisitions and as compensation to third parties for services provided.

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The aggregate intrinsic value of outstanding

warrants at December 31, 2024 was approximately $ 0 .

total number of warrants exercisable at December 31, 2024 is 20,000 .

The ability to exercise the approximately 465,000 warrants issued

in connection with acquisitions in prior years is contingent upon the achievement of certain development and revenue milestones on or

before January 1, 2027.

warrants at December 31, 2025 was $ 0 .

are no warrants exercisable at December 31, 2025.

The ability to exercise the 15,500 warrants issued in connection with

acquisitions in prior years is contingent upon the achievement of certain development and revenue milestones on or before January 1,

There was no unrecognized stock-based compensation expense related to warrants.

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Years Ended December 31,

$ ( 1,348,586 )

Total current

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Total deferred

( 2,321,886 )

Total income tax provision (benefit)

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of Benefit from Income Taxes and Effective Income Tax Rates

Years Ended December 31,

Federal income tax expense at statutory rate

State income tax expense, net of federal tax benefit

Permanent differences:

Year Ended December 31, 2025

federal statutory rate

$ ( 10,187,502 )

State and local income taxes, net of federal income tax effect (a)

Effect of changes in tax laws or rates enacted in the current period

Research and development credits

( 1,163,440 )

Changes in valuation allowance

Nontaxable or nondeductible items

Stock based compensation

Contingent consideration remeasurement

- Other permanent differences

Change in unrecognized tax benefits

Other adjustments

Federal refund due to OBBBA

Change in deferred balances due to OBBBA

Total provision for (benefit from) income taxes and effective

$ ( 1,615,978 )

State taxes in Massachusetts made up the majority (greater than 50%) of the tax effect in this category

Permanent differences:

Year Ended December 31, 2024

federal statutory rate

$ ( 7,892,144 )

State and local income taxes, net of federal income tax effect

Effect of changes in tax laws or rates enacted in the current period

Research and development credits

Change in tax rate

Change in uncertain tax positions

Change in valuation allowance

Effective income tax rate

deferred tax liabilities consist of the following components as of December 31, 2024 and 2023:

Changes in valuation allowance

Nontaxable or nondeductible Items

Stock based compensation

Contingent consideration remeasurement

Change in unrecognized tax benefits

Other adjustments

Federal refund due to OBBBA

Change in deferred balances due to OBBBA

Total provision for (benefit from) income taxes and effective tax rate

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA)

was signed into law, introducing a broad range of tax reform provisions affecting businesses, including extending and modifying certain

key Tax Cuts & Jobs Act provisions (both domestic and international), expanding certain Inflation Reduction Act incentives while accelerating

the phase-out of others.

The Company filed amended federal income tax returns for tax years 2022 and 2023 under the OBBBA provisions and

subsequently received a $ 870,633 refund from the Internal Revenue Service.

The following table presents income taxes paid (net

of refunds received) for the year ended December 31, 2025 as required by ASU 2023-09:

of Income Taxes Paid Net of Refunds Received

Year Ended December 31, 2025

Cash paid for income taxes, net of refunds:

$ ( 870,633 )

$ ( 858,870 )

deferred tax assets and liabilities consist of the following components as of December 31, 2025 and 2024:

Schedule of Deferred Tax Assets and Liabilities

Deferred compensation

Deferred tax assets:

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( 7,193,851 )

Net deferred tax liability

Valuation allowances are established when necessary

to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized

in the future.

FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is

negative evidence such as cumulative losses in recent years.

The Company had cumulative losses from continuing operations for the three-year

period ended December 31, 2024.

The Company considered this negative evidence along with all other available positive and negative evidence

and concluded that, at December 31, 2024, it is more likely than not that the Company’s U.S.

Net deferred tax asset (liability)

allowances are established when necessary to reduce deferred tax assets, including temporary differences and net operating loss carryforwards,

to the amount expected to be realized in the future.

FASB guidance indicates that forming a conclusion that a valuation allowance is

not needed is difficult when there is negative evidence such as cumulative losses in recent years.

The Company had cumulative losses

from continuing operations for the three-year period ended December 31, 2025.

The Company considered this negative evidence along with

all other available positive and negative evidence and concluded that, at December 31, 2025, it is more likely than not that the Company’s

deferred tax assets will not be realized.

As of December 31, 2024, a valuation allowance has been recorded on the Company’s deferred tax assets to recognize only the portion of

the deferred tax asset that is more likely than not to be recognized.

The Company’s total valuation allowance was $ 14.9 million at December

31, 2024 and $ 6.9 million at December 31, 2023.

December 31, 2024, the Company had federal net operating loss carryforwards of $ 37.6 million and federal research and development credit

carryforwards of $ 2.0 million.

As of December 31, 2025, a valuation allowance has been recorded on the Company’s

deferred tax assets to recognize only the portion of the deferred tax asset that is more likely than not to be recognized.

The Company’s

total valuation allowance was $ 24,877,802 at December 31, 2025 and $ 14,884,382 at December 31, 2024.

The following table summarizes changes in the valuation

allowance during the years ended December 31, 2025 and 2024:

of Change in Valuation Allowance

Years Ended December 31,

Valuation allowance at beginning of year

Change in valuation allowance

Valuation allowance at end of year

December 31, 2025, the Company had federal net operating loss carryforwards of $ 92,932,557 and federal research and development credit

carryforwards of $ 2,987,836 .

The net operating losses have an indefinite carryforward period.

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to expire in 2042.

At December 31, 2024, the Company had state net operating loss carryforwards of $ 14.9 million and $ 0.9 million of

At December 31, 2025, the Company had state net operating loss carryforwards of $ 59,475,952 and $ 1,137,149 of

state research and development credit carryforwards.

Of the total state net operating losses, approximately $ 10.8 million are attributable

Of the total state net operating losses, $ 43,809,105 are attributable

All of the Utah net operating losses are carried forward indefinitely.

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rate offset by deferred tax assets recorded for uncertain tax positions.

During the next 12 months, the Company anticipates that approximately

$ 508,000 of previously unrecognized tax benefits, inclusive of interest and penalties, will be recognized due to the expiration of the

applicable statutes of limitations.

During the next 12 months, the Company does not anticipate a material change

in the unrecognized tax benefits.

Interest and penalties associated with uncertain tax positions are recorded as a component of income

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13 – Commitments and Contingencies

Company leases administrative, R&D, sales and marketing and manufacturing facilities under non-cancellable operating leases and leases

cancellable with one month notice.

The Company expenses the cancelable leases in the period incurred in accordance with the practical

expedient elected.

During the year December 31, 2023, the Company amended two operating leases to extend the lease term and entered into

two new operating leases.

As a result, the Company recognized additional operating lease liabilities and corresponding operating right-of-use

assets of $ 3,203,146 .

Company leases administrative, R&D, sales and marketing and manufacturing facilities under non-cancellable operating leases.

the years ended December 31, 2025 and 2024, respectively, components of lease expense are summarized as follows:

Schedule of Lease Expense

Years Ended December 31,

Operating lease costs

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of December 31, 2025, the maturities of the Company’s lease liabilities are as follows:

of Maturities of Lease Liabilities

Schedule of Maturities on Company Lease Liabilities

Years Ending December 31,

Total lease payments

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are expensed as incurred.

Company is a defendant in two class action claims and four derivative actions claiming that the Company promulgated false and misleading

press releases to increase the price of our stock to improperly benefit the officers and directors of the Company.

The plaintiffs demand

compensatory damages sustained as a result of the Company’s alleged wrongdoing in an amount to be proven at trial.

is also a party to three civil actions, two in the US and the other in the United Kingdom.

Each of the civil actions is based on breach

of contract claims against the Company.

The Company believes these lawsuits are without merit and intends to defend the cases vigorously.

The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in these cases.

As of the date of this report, the Company does not believe it is probable that these cases will result in an unfavorable outcome;

if an unfavorable outcome were to occur in these cases, it is possible that the impact could be material to the Company’s results

of operations in the period(s) in which any such outcome becomes probable and estimable.

Company is a defendant in one class action suit claiming that the Company overstated the demand for its Logix Smart COVID-19 test

and that the plaintiffs suffered losses when the Company’s stock dropped after the Company disclosed its financial results.

plaintiffs demand compensatory damages sustained as a result of the Company’s alleged wrongdoing in an amount to be proven at

The Company is also a party to three civil actions, two in the US and the other in the United Kingdom.

Each of the civil

actions is based on breach of contract claims against the Company.

The Company believes these lawsuits are without merit and is

defending the cases vigorously.

The Company is unable to estimate a range of loss, if any, that could result were there to be an

adverse final decision in these cases.

As of the date of this report, the Company does not believe it is probable that these cases

will result in an unfavorable outcome;

however, if an unfavorable outcome were to occur in these cases, it is possible that the

impact could be material to the Company’s results of operations in the period(s) in which any such outcome becomes probable

and estimable.

14 – Share Repurchase Program

March 2022, the Company’s board of directors authorized a share repurchase program that would allow the Company to repurchase up

to $ 30.0 million of CODX common stock.

to $ 30,000,000 of CODX common stock.

The repurchase program does not obligate the Company to acquire any particular number of common

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15 – At-the-Market Agreement

have entered into an Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co.

(“Piper Sandler”),

pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $ 17,111,650 from time

to time through Piper Sandler acting as our agent, under our prospectus supplement dated October 18, 2024.

As of December 31, 2024, we

have sold 314,707 shares of common stock under the ATM Agreement resulting in net proceeds to the Company of $ 0.2 million, of which $ 0.1 million was recorded in other current assets as of December

31, 2024 and subsequently collected in January 2025.

As of December

31, 2024, the Company has up to $ 16.9 million remaining in aggregate gross proceeds that can be issued through the ATM Agreement.

Company previously maintained an Amended and Restated Equity Distribution Agreement (the “Prior ATM Agreement”) with Piper

Sandler & Co.

(“Piper Sandler”) and Clear Street, LLC (“Clear Street”), pursuant to which the Company could

offer and sell shares of its common stock having an aggregate offering price of up to $ 17,111,650 from time to time through Piper Sandler

and Clear Street, acting as sales agents, under a prospectus supplement dated October 18, 2024.

As of December 31, 2025, the Company

had sold 151,675 shares of common stock under the Prior ATM Agreement, resulting in net proceeds to the Company of $ 1,660,805 .

The Prior ATM Agreement was subsequently terminated, and no further sales will be made under that program.

October 20, 2025, the Company entered into a new Equity Distribution Agreement (the “Agreement”) with Maxim Group LLC (“Maxim”)

to establish an at-the-market (“ATM”) equity offering program.

Pursuant to the Agreement, the Company may offer and sell

shares of its common stock, par value $ 0.001 per share, having an aggregate offering price of up to $ 10,000,000 , from time to time

through Maxim, acting as the Company’s sales agent.

Under the terms of the Agreement, the Company will pay Maxim a commission equal

to 3.0% of the gross proceeds from the sale of any shares and will reimburse Maxim for certain legal and other out-of-pocket expenses

incurred in connection with its services.

Sales of common stock, if any, may be made in transactions deemed to be “at-the-market”

offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’

transactions on The Nasdaq Capital Market or otherwise at market prices prevailing at the time of sale or at prices negotiated with Maxim.

The Company is not obligated to sell any shares under the Agreement and may terminate the offering at any time in accordance with its

The shares will be issued pursuant to the Company’s shelf Registration Statement on Form S-3 (File No.

333-270628), which

was declared effective by the Securities and Exchange Commission on April 6, 2023.

On October 20, 2025, the Company filed a prospectus

supplement with the SEC relating to the new ATM program, registering up to $ 4,086,645 of shares under the shelf registration

As of December 31, 2025, the Company had sold 31,667 shares of common stock under the Agreement, resulting in net proceeds

to the Company of approximately $ 258,563 .

16 – Registered Direct Offerings

September 17, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two institutional

investors (the “Investors”) named therein, pursuant to which the Company agreed to issue and sell, in a registered direct

offering priced at-the-market under Nasdaq rules by the Company directly to the Investors (the “Offering”) an aggregate of

320,634 shares (the “Shares”) of the Company’s common stock, par value $ 0.01 per share, at an offering price of $ 12.00

The offering closed on September 18, 2025.

The gross proceeds to the Company from the offering were approximately $ 3,847,600 ,

before deducting the placement agent’s fees and other offering expenses.

The Offering Shares were offered and sold by the Company

pursuant to an effective shelf registration statement on Form S-3 (File No.

The Company agreed to pay Maxim Group LLC (“Maxim”),

as placement agent, an aggregate fee equal to 7.0 % of the gross proceeds received by the Company from the sale of the securities in the

offering as well as up to $ 50,000 for fees and expenses of legal counsel.

October 28, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with two institutional

investors (the “Investors”) pursuant to which the Company agreed to issue and sell, in a registered direct offering priced

at-the-market under Nasdaq rules (the “Offering”), (i) 400,076 shares of its common stock, par value $ 0.001 per share

(the “Shares”), at an offering price of $ 16.50 per share, and (ii) pre-funded common stock purchase warrants (the “Pre-Funded

Warrants”) to purchase an aggregate of 24,167 shares of common stock at an offering price of $ 16.497 per Pre-Funded Warrant.

Pre-Funded Warrants have an exercise price of $ 0.0001 per share, are exercisable immediately upon issuance, and will remain exercisable

until exercised in full.

The Offering closed on October 29, 2025.

Gross proceeds to the Company were approximately $ 7.0 million, before

deducting placement agent fees and other offering expenses.

The securities were offered and sold pursuant to the Company’s shelf

Registration Statement on Form S-3 (File No.

333-270628), which was declared effective by the Securities and Exchange Commission on April

Maxim Group LLC (“Maxim”) acted as placement agent for the Offering.

The Company agreed to pay Maxim a fee equal

to 7.0 % of the gross proceeds from the sale of the securities, as well as up to $ 50,000 for the fees and expenses of its legal counsel.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

17 – Related Party Transactions

1 unchanged sentence

Seth Egan, the Company’s Chief Commercialization

Officer, and Winston Egan, the Company’s Director of Customer Experience, are each sons of Dwight Egan, the Company’s President

and Chief Executive Officer and Chairman of the Board.

During the year ended December 31, 2024, total compensation paid to Seth Egan,

including salaries, bonuses, and the grant date fair value of equity awards which vest over three years , was $ 0.4 million, and total

compensation paid to Winston Egan, including consulting fees, salaries, and bonuses, was $ 0.1 million.

Prior to the acquisition

of Advanced Conceptions by the Company in December 2021, the Company’s President, Richard Abbott was serving as President of Advanced

and Strategy Officer, and Winston Egan, the Company’s Director of Customer Experience, are each sons of Dwight Egan, the Company’s

President and Chief Executive Officer and Chairman of the Board.

During the year ended December 31, 2025, total compensation paid to

Seth Egan, including salaries, bonuses, and the grant date fair value of equity awards which vest over three years , was $ 365,000 ,

and total compensation paid to Winston Egan, including salaries, bonuses, and the grant date fair value of equity awards which vest over

three years , was $ 175,500 .

to the acquisition of Advanced Conceptions by the Company in December 2021, the Company’s President, Richard Abbott was serving

as President of Advanced Conception.

At the time of the acquisition, Mr.

Abbott was an indirect shareholder of Advanced Conceptions, Inc.

through his fifty percent

(50%) ownership interest in Whiteknob LLC.

Whiteknob LLC owned 71.61% of Advanced Conceptions at the time of the acquisition.

of the acquisition agreement between the Company and Advanced Conceptions include the opportunity for Whiteknob LLC to earn an additional

507,386 common shares and an additional 166,503 common stock purchase warrants of Co-Diagnostics upon the achievement of certain milestones.

Abbott was an indirect shareholder of Advanced Conceptions,

through his fifty percent (50%) ownership interest in Whiteknob LLC.

Whiteknob LLC owned 71.61% of Advanced Conceptions at the time

of the acquisition.

The terms of the acquisition agreement between the Company and Advanced Conceptions include the opportunity for Whiteknob

LLC to earn an additional 16,913 common shares and an additional 5,551 common stock purchase warrants of Co-Diagnostics upon the achievement

of certain milestones.

Should those milestone events be achieved Mr.

Abbott would have a fifty percent (50%) interest in the common shares and common stock

purchase warrants.

Abbott would have a fifty percent (50%) interest in the common shares

and common stock purchase warrants.

August 2023, the Company entered into a services agreement with CoSara, the Company’s equity method investment, under which CoSara

1 unchanged sentence

During the years ended December 31, 2025 and 2024, respectively,

the Company recognized $ 0.6 million and $ 0.2 million of expense related to this agreement.

the Company recognized $ 904,988 and $ 559,832 of expense related to this agreement.

18 – Subsequent Events

January 10, 2025, the Company received a notice from the Listing Qualifications Department of The NASDAQ Stock Market (the “Staff”)

stating that the bid price of our common stock for the previous 30 consecutive trading days had closed below the minimum $1.00 per share

required for continued listing on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2).

The Company has a period of 180 calendar

days, or until July 9, 2025 (the “Compliance Date”) to regain compliance with Listing Rule 5550(a)(2).

To regain compliance,

the bid price of the Company’s common stock must close at $1 or more for a minimum of ten consecutive business days before the

Compliance Date.

the Company does not regain compliance with Rule 5550(a)(2) by July 9, 2025, the Company may be eligible for additional time.

the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial

listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice

of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days.

if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the

Staff will provide notice that its securities will be subject to delisting.

We intend to actively monitor our bid price and will consider

available options to resolve the deficiency and regain compliance with the Nasdaq Listing Rules.

Reverse Stock Split

December 5, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation

to effect a reverse stock split (the “Reverse Stock Split”).

On December 29, 2025, the Company’s Board of Directors

approved a reverse stock split ratio of 1-for-30.

The Company filed the amendment with the Secretary of State of the State of Utah, and

the Reverse Stock Split became effective on January 1, 2026.

As a result of the Reverse Stock Split, every 30 shares

of the Company’s issued and outstanding common stock were automatically combined into one share of common stock without any change

in par value per share.

Fractional shares were rounded up to the nearest whole share.

The Reverse Stock Split reduced the number of shares

of common stock outstanding from 62,850,916

shares to 2,095,031

The number of authorized shares of common stock and the par value per share remained unchanged.

All share and per-share amounts presented in the accompanying

consolidated financial statements, including loss per share, weighted-average shares outstanding, stock-based compensation awards, and

warrants, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

Nasdaq Listing Status

Subsequent to December 31, 2025, the Company regained

compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

As previously disclosed, the Company’s common

stock had been subject to a bid price deficiency and was suspended from trading on The Nasdaq Capital Market effective January 14, 2026.

On March 9, 2026, the Company received written notice

from The Nasdaq Stock Market LLC indicating that it had demonstrated compliance with the $ 1.00 minimum bid price requirement and all other

applicable criteria for continued listing.

Accordingly, trading of the Company’s common stock on The Nasdaq Capital Market resumed

at the open of market on March 11, 2026.

Nasdaq also notified the Company that it will be

subject to a Discretionary Panel Monitor through March 9, 2027.

During this monitoring period, if the Company’s closing bid price

falls below $ 1.00

per share for 30 consecutive business days, Nasdaq may issue a delisting determination without providing an additional compliance period.

Operating Lease Amendment

Subsequent to December 31, 2025, the Company entered into an amendment to its existing operating lease agreement for its corporate headquarters

located in Salt Lake City, Utah.

The amendment extends the lease term from its original expiration date of February 28, 2026, to December

31, 2028, and includes fixed annual rent escalations consistent with the original agreement.

No other material terms of the lease were

Common Stock Sales Under At-the-Market Agreement

Subsequent to December 31, 2025, the Company sold 1,507,434 shares of common stock under the Agreement, resulting

in net proceeds to the Company of $ 4,334,671 .

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data