What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-27 · 120 added, 101 removed, 665 unchanged (25% of the section changed)

11 unchanged sentences

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

and procedures are effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of our financial reporting

and the preparation of our financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting

and procedures are effective as of December 31, 2025 to provide reasonable assurance that information required to be disclosed in reports

filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms and is accumulated and communicated to management, including our principal executive and principal financial officers,

as appropriate to allow timely decisions regarding required disclosure.

in Internal Control Over Financial Reporting

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

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

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

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

over financial reporting because we are a non-accelerated filer and therefore are not required to comply with Section 404(b) of the Sarbanes-Oxley

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that

permit non-accelerated filers to provide only management’s report in the 10-K.

Limitations on Effectiveness of Controls

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or “non-Rule 10-b5-1 trading arrangement” as each term is identified in Item 408 of Regulation S-K.

On March 31, 2026, the Company approved and initiated a workforce

reduction as part of an ongoing effort to align its cost structure with current business conditions and strategic priorities.

workforce reduction impacts approximately 26% of the Company’s employees across multiple functions.

The Company expects that

the reduction in force will be substantially completed by April 15, 2026.

The Company does not expect to incur material charges in

connection with this workforce reduction, as affected employees will receive only compensation through their respective termination

dates and payment of accrued obligations in accordance with existing Company policies and applicable law.

Accordingly, the Company

does not currently anticipate recognizing significant restructuring or severance-related expenses associated with this action.

Company expects that the workforce reduction will result in a reduction of operating expenses beginning in the second quarter of

The Company continues to evaluate its cost structure and may take additional actions as deemed appropriate to support its

long-term strategic objectives.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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

The board met seven times during the year ended December 31, 2024.

The board met eleven times during the year ended December 31, 2025.

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

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the Marketplace Rules of the NASDAQ listing standards.

The Compensation Committee met two times as a separate committee in 2024.

The Compensation Committee did not meet as a separate committee in 2025, but rather,

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

board for the year ended December 31, 2025.

Governance Committee

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The Corporate Governance Committee did not meet as a separate committee in 2025, but rather, because the

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

year ended December 31, 2024.

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

the year ended December 31, 2025.

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

127 unchanged sentences

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

Name and Principal Position

Stock Awards (2)

All Other Comp

Total Compensation

Dwight Egan President & Chief Executive Officer

Brian Brown Chief Financial Officer and Secretary

Richard Abbott President

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 January 2024.

and Principal Position

Egan President & Chief Executive Officer

Brown Chief Financial Officer and Secretary

Abbott President

amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted under

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Based on $5.10 per share, which was the closing price of our common stock on December 31, 2025.

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 7/25/2022, which vest in 6 installments commencing six months after the achievement of

certain specified milestones and continuing every six months thereafter.

Consists of restricted stock units granted on 1/17/2023, which vest in 6 installments commencing six months after the achievement of

certain specified milestones 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

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months thereafter.

Consists of restricted stock units granted on 7/25/22, which vest in 6 installments commencing six months after the achievement of certain

specified milestones and continuing every six months thereafter.

Payments Upon Termination or Change of Control

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

Fees Earned or

Stock Awards:

Value of Restricted

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

In 2023, they 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 2024, they also received 110,000 RSU’s vesting 1/6 th

equally in November 2024, 2025, and 2026 and May 2025, 2026, and 2027.

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.

In 2024, they also received 3,667 RSU’s

vesting 1/6 th equally in November 2024, 2025, and 2026 and May 2025, 2026, and 2027.

In 2025, they received 4,167

RSU’s vesting 1/6 th equally in November 2025, 2026, and 2027 and May 2026, 2027, and 2028.

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

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

committees receive no additional fees for serving in such capacities.

There is no additional compensation for meeting attendance.

Directors who are employees of the Company receive no additional compensation

for serving as directors.

All stock options granted to outside directors are immediately exercisable and expire ten years from the date

of grant or 30 days after the date they cease to be directors.

Directors are reimbursed for ordinary expenses incurred in connection

with attending board and committee meetings.

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

Incentive Plans

our Amended and Restated 2015 Long-term Incentive Plan (the “2015 Plan”), the board of directors may issue incentive stock-based

awards to employees, directors and consultants of the company.

Options awarded generally expire ten years after being granted.

Any stock-based

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

Should an employee’s director’s

or consultant’s relationship with the company terminate before the vesting period is completed, the unvested portion of each grant

is forfeited.

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

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

our Amended and Restated 2015 Long-term Incentive Plan (the “2015 Plan”) and our 2025 Equity Incentive Plan (the “2025

Plan”), the board of directors may issue incentive stock-based awards to employees, directors and consultants of the company.

awarded generally expire ten years after being granted.

Any stock-based awards granted vest in accordance with the vesting schedule determined

by the board of directors.

Should an employee’s director’s or consultant’s relationship with the company terminate

before the vesting period is completed, the unvested portion of each grant is forfeited.

We maintain and grant awards under the 2025

Plan and continue to maintain previously granted awards under the 2015 Plan, which will remain in effect until their expirations by their

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

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

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Applicable percentage ownership in the following table is based on 3,602,465

shares of common stock plus, for each individual, any securities that individual has the right to acquire within 60 days of March 21,

shares of common stock, after the effects of the January 2026 reverse stock split, plus, for each individual, any securities that individual

has the right to acquire within 60 days of March 29, 2026.

information in the table below is based on information known to us or ascertained by us from public filings made by the stockholders.

2 unchanged sentences

Foothill Drive, Suite D, Salt Lake City, Utah 84109.

Number of Shares Beneficially Owned

5% Stockholders

Vanguard Group (1)

Named Executive Officers and Directors

of Shares Beneficially Owned

Named Executive

Officers and Directors

Dwight Egan (1)

4 unchanged sentences

Richard Serbin (4)

All Directors and Executive Officers as a Group (6 persons)

All Directors and Executive

Officers as a Group (7 persons)

beneficial ownership of less than 1%.

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 3,334 shares of common stock.

8 unchanged sentences

Equity compensation plans approved by stockholders

3,782,888 (1)

Equity compensation plans not approved by stockholders

3,782,888 (1)

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

options and restricted stock units outstanding under our 2015 and 2025 Equity Incentive Plans.

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

2 unchanged sentences

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.

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 $0.4 million,

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 $0.2 million.

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

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Audit related fees

Other consulting fees

fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements,

review of our quarterly consolidated financial statements and our offerings.

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 fee).

fees relate to professional services provided in connection with the audit of our annual consolidated financial statements and

reviews of our quarterly consolidated financial statements.

Audit related fees relate to audits of the financial statements of

Cosara, audits of the financial statements of our benefit plans, and professional services related to our equity financing

transactions.

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

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exhibits 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 or Schedule

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)

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

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)

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

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)

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

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)

Articles of Incorporation

of Incorporation

Registration Statement (Exhibit 3.1)

Amendment to the Articles of Incorporation

to the Articles of Incorporation

Registration Statement (Exhibit 3.1.1)

Articles of Amendment to Articles of Incorporation

of Amendment to Articles of Incorporation

8-K (Exhibit 3.2)

Articles of Amendment

10-K (Exhibit 3.1.3)

Articles of Amendment

10-K (Exhibit 3.1.3)

Amended and Restated Bylaws of Co-Diagnostics, Inc.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Co-Diagnostics, Inc.

8-K (Exhibit 3.1)

and Restated Bylaws of Co-Diagnostics, Inc.

10-K (Exhibit 3.2)

Description of Registrant’s securities

Form of Indenture

Statement (Exhibit 4.1)

Exclusive Agreement between Co-Diagnostics, Inc.

of Pre-Funded Warrant

8-K (Exhibit 4.1)

Agreement between Co-Diagnostics, Inc.

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

Registration Statement (Exhibit 10.2)

Co-Diagnostics, Inc.

Co-Diagnostics,

Amended and Restated 2015 Long Term Incentive Plan

Form of Indemnification Agreement

of Indemnification Agreement

S-1/A (Exhibit 10.13.8)

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

Shareholders’

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

S-1 (Exhibit 10.16)

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

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

S-1 (Exhibit 10.17)

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

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

Dated December 31, 2021 (ACI Warrant)

10-K (Exhibit 10.6)

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

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

Dated December 31, 2021 (IDMO Warrant)

10-K (Exhibit 10.7)

Lease Agreement 2401 Foothill Drive

Agreement 2401 Foothill Drive

10-K (Exhibit 10.9)

Amendment #1 to Lease

10-K (Exhibit 10.9.1)

Amendment #2 to Lease

10-K (Exhibit 10.9.2)

Co-Diagnostics, Inc.

Co-Diagnostics,

Change in Control Plan

8-K (Exhibit 10.1)

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

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.

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

10-Q (Exhibit 10.1)

Code of Ethics for Senior Financial Officers

Agency Agreement, dated as of September 17, 2025, by and between the Company and Maxim Group LLC

8-K (Exhibit 1.1)

Insider trading policies and procedures

of Securities Purchase Agreement

8-K (Exhibit 10.1)

Distribution Agreement between Co-Diagnostics, Inc.

and Maxim Group LLC, dated October 20, 2025

8-K (Exhibit 10.1)

of Securities Purchase Agreement

8-K (Exhibit 10.1)

Agency Agreement, dated as of October 28, 2025, by and between the Company and Maxim Group LLC

8-K (Exhibit 1.1)

Co-Diagnostics,

2025 Equity Incentive Plan

S-8 (Exhibit 10.1)

of Ethics for Senior Financial Officers

10-K (Exhibit 14.1)

trading policies and procedures

10-K (Exhibit 19)

Subsidiaries of Registrant

6 unchanged sentences

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

Co-Diagnostics, Inc.

Co-Diagnostics,

Clawback Policy

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

What changed 10-K

Item 9A. Controls and Procedures