Item 3. Legal Proceedings
ITEM
3. LEGAL PROCEEDINGS
In
the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically
discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information
available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability
in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on
a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome
of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, our management
believes that it has established appropriate legal reserves. Any incremental liabilities arising from pending legal proceedings are not
expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated
cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated
financial position, consolidated results of operations, or consolidated cash flows.
Class
Actions and Shareholder Derivative Suits
Shareholder
Derivative Lawsuits (District of Utah & Utah State Court)
On
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. On
December 2, 2020, a second similar shareholder derivative lawsuit was filed in the District of Utah by Melvyn Klein. On April 29,
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. 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.
25
Stadium
Capital Securities Class Action (Southern District of New York)
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
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 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.
Commercial
Litigation
Co-Diagnostics,
Inc. v. Hukui Technology, Inc., et al. (Third Judicial District Court, Salt Lake County, Utah)
The
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.
In
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.
On
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.
While
the Company believes the matter has been favorably resolved at the trial court level, the defendants may have the right to appeal the
ruling. The Company intends to continue to vigorously defend its position in the event of any further proceedings.
Co-Diagnostics, Inc. v. Pantheon International
Advisors Ltd. (Utah State Court)
In
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.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
26
PART
II