What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 389 added, 439 removed, 285 unchanged (74% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

and cash equivalents

investment securities

receivable, net

expenses and other current assets

March 31, 2026

Current assets

and equipment, net

lease right-of-use asset

in joint venture

and stockholders’ equity

lease liability, current

consideration liabilities, current

Cash and cash equivalents

Accounts receivable, net

Inventory, net

Income taxes receivable

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Operating lease right-of-use asset

Intangible assets, net

Investment in joint ventures

Liabilities and stockholders’ equity

Current liabilities

taxes payable

lease liability

consideration liabilities

Accounts payable

Accrued expenses

Operating lease liability, current

Contingent consideration liabilities, current

Deferred revenue

Total current liabilities

Long-term liabilities

and contingencies (Note 10)

Stockholders’

preferred stock, $ 0.001 par value;

Operating lease liability

Total long-term liabilities

Total liabilities

Commitments and contingencies (Note 10)

Stockholders’ equity

Convertible preferred stock, $ 0.001 par value;

5,000,000 shares authorized;

0 shares issued and outstanding as of September 30, 2025 and December

31, 2024, respectively

stock, $ 0.001 par value;

0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Common stock, $ 0.001 par value;

100,000,000 shares authorized;

52,991,260 shares issued and 48,142,582 shares outstanding as of September

30, 2025 and 37,902,222 shares issued and 33,053,544 shares outstanding as of December 31, 2024

stock, at cost;

4,848,678 shares held as of September 30, 2025 and December 31, 2024, respectively

3,764,088 shares issued and 3,602,465 shares outstanding as of March 31, 2026 and 2,256,654 shares issued and 2,095,031 shares outstanding as of December 31, 2025

Treasury stock, at cost;

161,623 shares held as of March 31, 2026 and December 31, 2025, respectively

( 15,575,795 )

paid-in capital

other comprehensive income

Additional paid-in capital

Accumulated deficit

( 89,513,577 )

( 80,373,539 )

stockholders’ equity

liabilities and stockholders’ equity

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes to unaudited condensed consolidated financial statements

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Months Ended September 30,

and marketing

and administrative

and development

and amortization

Three Months Ended

Product revenue

Total revenue

Cost of revenue

Gross profit (loss)

Operating expenses

from operations

( 7,013,848 )

( 10,234,937 )

( 23,623,568 )

( 28,174,286 )

income (expense), net

gain on investments

(loss) on disposition of assets

(loss) on remeasurement of acquisition contingencies

(loss) on equity method investment in joint venture

other income (expense), net

before income taxes

( 7,053,416 )

( 9,674,266 )

( 22,292,473 )

( 26,542,273 )

tax provision (benefit)

Sales and marketing

General and administrative

Research and development

Depreciation and amortization

Total operating expenses

Loss from operations

( 9,208,411 )

( 8,551,956 )

Other income, net

Interest income, net

Realized gain on investments

Gain on remeasurement of acquisition contingencies

Loss on equity method investment in joint ventures

Total other income, net

Loss before income taxes

( 9,139,518 )

( 7,521,267 )

Income tax provision

$ ( 9,140,038 )

$ ( 7,533,271 )

comprehensive income (loss)

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

Other comprehensive income (loss)

$ ( 323,555 )

Comprehensive

$ ( 5,926,003 )

$ ( 9,659,297 )

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

Total other comprehensive income (loss)

Comprehensive loss

$ ( 9,140,038 )

1 unchanged sentence

Loss per common share:

Weighted average

shares outstanding:

Basic and Diluted

Weighted average shares outstanding:

Basic and Diluted

accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Months Ended September 30,

flows from operating activities

Three Months Ended

Cash flows from operating activities

$ ( 9,140,038 )

$ ( 7,533,271 )

to reconcile net loss to cash used in operating activities:

and amortization

compensation expense

stock issued for financial advisory services

in fair value of acquisition contingencies

lease expense

gain on investments

from equity method investment

loss on disposition of assets

for credit losses (recoveries of)

obsolescence expense (recovery)

in assets and liabilities:

expenses and other assets

taxes payable

payable, accrued expenses and other liabilities

Adjustments to reconcile net loss to cash used in operating activities:

Depreciation and amortization

Stock-based compensation expense

Change in fair value of acquisition contingencies

Non-cash lease expense

Realized gain on investments

Loss from equity method investment

Provision for credit losses

Inventory obsolescence recoveries

Changes in assets and liabilities:

Accounts receivable

Prepaid expenses and other assets

Deferred revenue

Income taxes payable

Accounts payable, accrued expenses and other liabilities

( 1,553,951 )

cash used in operating activities

Net cash used in operating activities

( 7,846,276 )

( 8,745,214 )

flows from investing activities

of property and equipment

from maturities of marketable investment securities

of marketable securities

Cash flows from investing activities

Purchases of property and equipment

Proceeds from maturities of marketable investment securities

Purchases of marketable securities

( 6,444,804 )

Net cash (used in) provided by investing activities

Cash flows from financing activities

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

Net cash provided by financing activities

Net decrease in cash and cash equivalents

( 3,653,623 )

in joint venture

cash provided by investing activities

flows from financing activities

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

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

cash provided by financing activities

increase (decrease) in cash and cash equivalents

( 1,033,510 )

and cash equivalents at beginning of period

and cash equivalents at end of period

disclosure of cash flow information

paid (received) for income taxes

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information

Cash received for income taxes

Supplemental disclosure of non-cash investing and financing transactions

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

accompanying notes to unaudited condensed consolidated financial statements

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Preferred Stock

Other Comprehensive

Stockholders’

as of December 31, 2024

$ ( 15,575,795 )

Convertible Preferred Stock

Additional Paid-in

Accumulated Other Comprehensive

Accumulated Earnings

Total Stockholders’

Balance as of December 31, 2025

( 15,575,795 )

( 80,373,539 )

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

comprehensive loss, net of tax

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

Stock-based compensation

( 9,140,038 )

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$ 121,062,575

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

of common stock related to financial advisory services

comprehensive loss, net of tax

$ ( 89,513,577 )

( 7,730,117 )

Balance as of June

( 15,575,795 )

( 48,304,230 )

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

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

comprehensive income, net of tax

Convertible Preferred Stock

Additional Paid-in

Accumulated Other Comprehensive

Accumulated Earnings

Total Stockholders’

Balance as of December 31, 2024

$ ( 15,575,795 )

$ 102,472,210

as of September 30, 2025

$ ( 33,477,603 )

1 unchanged sentence

$ 102,472,210

Preferred Stock

Other Comprehensive

Stockholders’

as of December 31, 2023

$ ( 33,477,603 )

comprehensive income, net of tax

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

Stock-based compensation

Other comprehensive loss, net of tax

( 7,533,271 )

3 unchanged sentences

( 41,010,874 )

comprehensive income, net of tax

( 15,575,795 )

( 41,010,874 )

Balance as of June

( 15,575,795 )

( 12,313,195 )

( 15,575,795 )

( 12,313,195 )

comprehensive income, net of tax

comprehensive income (loss), net of tax

( 9,696,455 )

as of September 30, 2024

$ ( 15,575,795 )

$ 100,924,241

$ ( 22,009,650 )

$ ( 15,575,795 )

$ 100,924,241

$ ( 22,009,650 )

accompanying notes to unaudited condensed consolidated financial statements

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been included.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results

that may be expected for the year ending December 31, 2025.

These statements should be read in conjunction with the Company’s audited

financial statements and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K

filed with the SEC on March 27, 2025.

A summary of the Company’s significant accounting policies is set forth in Note 2 to the

consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2024.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be

expected for the year ending December 31, 2026.

These statements should be read in conjunction with the Company’s audited financial

statements and related notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with

the SEC on March 31, 2026.

A summary of the Company’s significant accounting policies is set forth in Note 2 to the consolidated

financial statements in its Annual Report on Form 10-K for the year ended December 31, 2025.

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

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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 Quarterly Report on Form 10-Q is filed.

Based on the Company’s

cash, cash equivalents, and short-term investments as of September 30, 2025, 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, 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

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

Accordingly, there can be no assurance

that the Company will be able to raise a sufficient amount of additional capital to fund operations with terms acceptable to the Company,

Because certain elements of management’s plans to mitigate the conditions that raised substantial doubt about the Company’s

ability to continue as a going concern are outside of the Company’s control, including the ability to raise capital through equity

or other financings, those elements cannot be considered probable according to ASC 205-40, and therefore cannot be considered in the

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 condensed consolidated financial statements are issued.

condensed consolidated financial statements as of September 30, 2025 have been prepared under the assumption that the Company will continue

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 Quarterly Report on Form 10-Q is

Based on the Company’s cash and cash equivalents as of March 31, 2026, 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 and/or debt financing, seeking additional grant funding, and through operational efficiencies.

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.

Accordingly, there can be no assurance that

the Company will be able to raise a sufficient amount of additional capital to fund operations with terms acceptable to the Company,

Because certain elements of management’s plans to mitigate the conditions that raised substantial doubt about the

Company’s ability to continue as a going concern are outside of the Company’s control, including the ability to raise

capital through equity or other financings, those elements cannot be considered probable according to ASC 205-40, and therefore

cannot be considered in the 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 condensed consolidated financial

statements are issued.

condensed consolidated financial statements as of March 31, 2026 have been prepared under the assumption that the Company will continue

as a going concern for the next 12 months after these financial statements are issued, and that contemplates the realization of assets

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In establishing the required allowance, management considers

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

historical losses, current market conditions, 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.

1 unchanged sentence

written off are recorded when collected.

At September 30, 2025 total accounts receivable was $ 101,965 with an allowance for uncollectable

At March 31, 2026 total accounts receivable was $ 126,881 with an allowance for uncollectable

accounts of $ 44,542 resulting in a net amount of $ 82,339 .

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average cost in accordance with ASC 330-10-30-12.

At September 30, 2025, the Company had $ 1,089,956 in net inventory, of which $ 607,085

was finished goods and $ 482,871 was raw materials.

At December 31, 2024, the Company had $ 1,072,724 in net inventory, of which $ 567,281

was finished goods and $ 505,443 was raw materials.

At March 31, 2026, the Company had $ 846,119 in net inventory, of which $ 358,209 was

finished goods and $ 487,910 was raw materials.

At December 31, 2025, the Company had $ 992,397 in net inventory, of which $ 512,186 was

finished goods and $ 480,211 was raw materials.

The Company establishes reserves to reduce low-moving, obsolete, or unusable inventories

1 unchanged sentence

The Company recognized $ 154,989 and $ 41,174 related to the change in inventory reserves during

the three and nine months ended September 30, 2025, respectively, compared to $ 72,872 and $ 214,134 during the three and nine months ended

September 30, 2024, respectively.

the three months ended March 31, 2026 and 2025, respectively.

Company generates revenue from customers from product and license sales.

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records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue.

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 no grant funding revenue during the three and nine months ended September 30, 2025, respectively, compared to

$ 434,265 and $ 3,145,112 during the three and nine months ended September 30, 2024, respectively.

At September 30, 2025, and December

31, 2024, the Company has recorded $ 40,857 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.

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.

Company accounts for income taxes in accordance with the liability method of accounting for income taxes.

Under this method, d eferred

Under this method, deferred

income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and

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financial statements, and adverse determinations by these taxing authorities could have a material adverse effect on the condensed consolidated

financial positions, result of operations, or cash flows.

financial position, results of operations, or cash flows.

Concentrations

Risk and Significant Customers

Company had certain customers which were each responsible for generating 10 % or more of the total revenue for the three and nine months

ended September 30, 2025 and 2024.

Three customers accounted for approximately 48 % of product revenue recognized during the three months

ended September 30, 2025.

Four customers accounted for approximately 75 % of product revenue, and one granting agency accounted for 100 %

of grant revenue recognized during the three months ended September 30, 2024.

Two customers accounted for approximately 31 % of product

revenue, and two granting agencies accounted for approximately 95 % of grant revenue recognized during the nine months ended September

customers individually accounted for more than 10 % of accounts receivable at September 30, 2025 and two customers individually accounted

for more than 10 % of accounts receivable at December 31, 2024.

These customers together accounted for approximately 74 % and 94 % of accounts

receivable at September 30, 2025 and December 31, 2024, respectively.

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

March 31, 2026 and 2025.

Five customers accounted for approximately 84 % of product revenue recognized during the three months ended

March 31, 2026.

Three customers accounted for approximately 59 % of product revenue recognized during the three months ended March 31,

customers accounted for more than 10 % of accounts receivable at March 31, 2026, and two customers accounted for more than 10 % of accounts

receivable at December 31, 2025.

These customers together accounted for approximately 49 % and 82 % of accounts receivable at March 31,

2026 and December 31, 2025, respectively.

Issued Accounting Standards

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which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

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.

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 is currently evaluating the impact of this new standard on its consolidated

financial statements.

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

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its consolidated financial statements.

In 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.

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 became effective for the Company for interim and full

year 2026 reporting.

The adoption of this standard did not have a material impact on the Company’s 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

1 unchanged sentence

Schedule of Cash, Cash Equivalents and Marketable Investment Securities

treasury securities

March 31, 2026

Adjusted Cost

Total Unrealized Gains / (Losses)

Cash and Cash Equivalents

Marketable Investment Securities

December 31, 2025

Adjusted Cost

Total Unrealized Gains / (Losses)

Cash and Cash Equivalents

Marketable Investment Securities

4 – Fair Value Measurements

7 unchanged sentences

Unobservable inputs that are not corroborated by market data.

following table summarizes the assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December

31, 2024, by level within the fair value hierarchy:

following table summarizes the assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, by level within the fair value

Schedule of Fair Value Assets and Liabilities

consideration - common stock

liabilities measured at fair value

securities (U.S.

treasury bills and notes)

assets measured at fair value

consideration - common stock

consideration - warrants

liabilities measured at fair value

Company’s financial instruments that are measured at fair value on a recurring basis consist of U.S.

treasury bills and notes as

of December 31, 2024.

fair value of contingent consideration is calculated using a discounted probability weighted valuation model.

Discount rates used in

such calculations are a significant assumption that are not observed in the market, and therefore, the resulting fair value represents

a Level 3 measurement.

March 31, 2026

Contingent consideration - common stock

Total liabilities measured at fair value

December 31, 2025

Contingent consideration - common stock

Total liabilities measured at fair value

connection with previous acquisitions, the Company recorded a liability for contingent consideration in the form of shares of common

stock and warrants to purchase common stock, both to be issued when certain milestones are achieved.

The fair value of contingent consideration

is calculated using a discounted probability weighted valuation model.

Discount rates used in such calculations are a significant assumption

that are not observed in the market, and therefore, the resulting fair value represents a Level 3 measurement.

changes for Level 3 items measured at fair value on a recurring basis are as follows:

Schedule of Changes in the Fair Value Measurement

value as of December 31, 2024

in fair value of contingent consideration issued for business acquisitions

value as of September 30, 2025

Fair value as of December 31, 2025

Change in fair value of contingent consideration issued for business acquisitions

Fair value as of March 31, 2026

fair value of the contingent consideration is based on the fair value of the contingent consideration-common stock and contingent consideration-warrants.

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Schedule of Contingent Consideration Common Stock and Warrants

Risk-free rate

Expected term (years)

Value of Other Financial Instruments

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Schedule of Intangible Assets, Net

March 31, 2026

Weighted-Average

research and development

Non-competition

( 1,094,000 )

intangible assets

$ ( 1,094,000 )

In-process research and development

Total intangible assets

December 31, 2025

Weighted-Average

research and development

Non-competition

( 1,094,000 )

intangible assets

$ ( 1,094,000 )

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

In-process research and development

Total intangible assets

following table sets forth revenue by geographic area:

Summary of Revenue by Geographic Area

Months Ended September 30,

Three Months Ended

United States

Product revenue

Grant revenue

Total United States

Rest of World

Revenue geographic area

of revenue by area:

in the Company’s deferred revenue balance for the nine months ended September 30, 2025 were as follows:

Product revenue

Grant revenue

Total Rest of World

Percentage of revenue by area:

United States

Rest of World

in the Company’s deferred revenue balance for the three months ended March 31, 2026 were as follows:

Schedule of Deferred Revenue

as of December 31, 2024

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

due to prepayments from customers

as of September 30, 2025

Balance as of December 31, 2025

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

Increase due to prepayments from customers

Balance as of March 31, 2026

7 – Loss Per Share

following table reconciles the numerator and the denominator used to calculate basic and diluted loss per share for three and nine months

ended September 30, 2025 and 2024, respectively:

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 three months ended

March 31, 2026 and 2025, respectively:

Schedule of Basis and Diluted Earnings Per Share

Months Ended September 30,

loss, as reported

$ ( 5,886,823 )

$ ( 9,696,455 )

Three Months Ended

Net loss, as reported

$ ( 9,140,038 )

$ ( 7,533,271 )

Weighted average

shares, basic

effect of stock options, warrants and RSUs

used to compute diluted earnings per share

per share, basic and diluted

computation of diluted loss per share for the three and nine months ended September 30, 2025 and 2024, respectively, also excludes approximately

million shares of common stock and approximately 465,000

warrants to purchase shares of common stock that are contingent

upon the achievement of certain milestones.

a result of incurring a net loss for the three and nine months ended September 30, 2025 and 2024, respectively, no potentially dilutive

securities are included in the calculation of diluted loss per share because such effect would be anti-dilutive.

The Company had potentially

dilutive securities as of September 30, 2025, consisting of:

Weighted average shares, basic

Dilutive effect of stock options, warrants and RSUs

Shares used to compute diluted loss per share

Loss per share, basic and diluted

computation of diluted loss per share for the three months ended March 31, 2026 and 2025, respectively, 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.

a result of incurring a net loss for the three months ended March 31, 2026 and 2025, respectively, no potentially dilutive securities

are included in the calculation of diluted loss per share because such effect would be anti-dilutive.

The Company had potentially dilutive

securities as of March 31, 2026, consisting of:

(i) 113,828 restricted stock units and (ii) 30,009 options and warrants.

The Company had potentially dilutive securities as of September 30, 2024, consisting of:

(i) 1,598,891 restricted stock units and (ii)

532,112 options and warrants.

The Company had

potentially dilutive securities as of March 31, 2025, consisting of:

(i) 90,081 restricted stock units and (ii) 31,282 options and warrants.

8 – Stock-Based Compensation

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

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 prices.

All historical and per-share information has been retroactively adjusted to reflect the

Reverse Stock Split.

Incentive Plans

Company’s board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc.

Amended and Restated 2015 Long Term Incentive

Plan (the “Incentive Plan”) providing for the issuance of stock-based incentive awards to employees, officers, consultants,

directors and independent contractors.

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 12,000,000 shares of common stock.

The number of awards available for issuance under

the Incentive Plan was 655,702 at September 30, 2025.

Incentive Plan will expire on December 31, 2025.

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

The number of awards available for issuance

under the 2025 Plan was 6,700,000 at September 30, 2025.

No awards have been made under the 2025 Plan.

following table summarizes option activity during the nine months ended September 30, 2025:

Amended and Restated 2015 Long Term

Incentive Plan (the “2015 Incentive Plan”) providing for the issuance of stock-based incentive awards to employees,

officers, consultants, directors and independent contractors.

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.

2015 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 up to 223,333 shares of common stock plus any shares that become available in connection with the cancellation or forfeiture of

awards issued under the 2015 Incentive Plan.

The 2025 Plan provides for the award of stock-based incentive awards to employees,

officers, consultants, directors and independent contractors.

At March 31, 2026, the number of awards available for issuance under

the 2025 Plan was 250,747 ,

including unused awards which rolled over from the 2015 Incentive Plan upon its expiration.

No awards have been made under the 2025

following table summarizes option activity during the three months ended March 31, 2026:

Schedule of Option Activity

Number of Options

Weighted Average Exercise

Weighted Average Fair

Weighted Average Remaining

Contractual Life (Years)

at December 31, 2024

Weighted Average Exercise Price

Weighted Average Fair Value

Weighted Average Remaining Contractual Life (Years)

Outstanding at December 31, 2025

Forfeited/Cancelled

at September 30, 2025

aggregate intrinsic value of outstanding options at September 30, 2025 and 2024 was approximately $ 0

and $ 152,521 ,

respectively.

Outstanding at March 31, 2026

Exercisable at March 31, 2026

aggregate intrinsic value of outstanding options at March 31, 2026 and 2025 was approximately $ 0 .

compensation cost is measured at the grant date based on the fair value of the award granted and recognized as expense over the vesting

1 unchanged sentence

The Company uses the Black-Scholes model to value options granted.

As of September 30, 2025, there

As of March 31, 2026, there

were no unvested options and no unrecognized stock-based compensation expense related to options.

2 unchanged sentences

The following table sets forth the outstanding

RSUs and related activity for the nine months ended September 30, 2025:

Schedule of Outstanding Restricted Stock Units and Related Party

Average Grant Date Fair Value

at December 31, 2024

RSUs and related activity for the three months ended March 31, 2026:

Schedule of Outstanding Restricted Stock Units and Related Activity

Number of RSUs

Weighted Average Grant Date Fair Value

Unvested at December 31, 2025

Forfeited/Cancelled

at September 30, 2025

of September 30, 2025, there was approximately $ 3,100,827 of unrecognized stock-based compensation expense related to outstanding RSUs

which is expected to be recognized over a weighted-average period of 1.7 years.

Unvested at March 31, 2026

of March 31, 2026, there was approximately $ 2,270,853 of unrecognized stock-based compensation expense related to outstanding RSUs which

is expected to be recognized over a weighted-average period of 2.2 years.

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

2 unchanged sentences

the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant if granted for services.

following table summarizes warrant activity during the nine months ended September 30, 2025:

following table summarizes warrant activity during the three months ended March 31, 2026:

Schedule of Warrant Activity

Average Exercise Price

Average Fair Value

Average Remaining Contractual Life (Years)

at December 31, 2024

Number of Warrants

Weighted Average Exercise Price

Weighted Average Fair Value

Weighted Average Remaining Contractual Life (Years)

Outstanding at December 31, 2025

Forfeited/Cancelled

at September 30, 2025

aggregate intrinsic value of outstanding warrants at September 30, 2025 was $ 0 .

are no warrants exercisable at September 30, 2025.

The ability to exercise the 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.

Outstanding at March 31, 2026

aggregate intrinsic value of outstanding warrants at March 31, 2026 was $ 0 .

are no warrants exercisable at March 31, 2026.

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, 2027.

no unrecognized stock-based compensation expense related to warrants.

2 unchanged sentences

Schedule of Recognized Stock-Based Compensation Expense

Months Ended September 30,

and marketing

and administrative

and development

stock-based compensation expense

Three Months Ended March 31,

Sales and marketing

General and administrative

Research and development

Total stock-based compensation expense

9 – Income Taxes

the three months ended September 30, 2025, the Company recognized a benefit from income taxes of $ 1,166,593 , representing an effective

tax rate of 16.5 %.

For the nine months ended September 30, 2025, the Company recognized a benefit from income taxes of $ 1,142,262 , representing

an effective tax rate of 5.1 %.

the three months ended March 31, 2026, the Company recognized expense from income taxes of $ 520 , representing an effective tax rate of

The Company’s effective tax rate will generally differ from the U.S.

Federal statutory rate of 21.0 %,

primarily due to the full valuation allowance as well as state taxes, permanent items, and discrete items.

For the three and nine months

ended September 30, 2024, the Company recognized expense from income taxes of $ 22,189 and $ 65,543 , respectively.

Federal statutory rate of 21.0 %, primarily due to the

full valuation allowance as well as state taxes, permanent items, and discrete items.

For the three months ended March 31, 2025, the

Company recognized expense from income taxes of $ 12,004 .

10 – Commitments and Contingencies

2 unchanged sentences

Schedule of Lease Expense

Months Ended September 30,

of September 30, 2025, the maturities of the Company’s lease liabilities are as follows:

Three Months Ended March 31,

Operating lease costs

Total lease costs

of March 31, 2026, the maturities of the Company’s lease liabilities are as follows:

Schedule of Maturities on Company Lease Liabilities

lease payments

Years Ending December 31,

2026 (remainder)

Total lease payments

imputed interest

value of operating lease liabilities

Present value of operating lease liabilities

current portion

Long-term portion

information related to operating leases was as follows:

Schedule of Other Information Related to Operating Leases

paid for operating leases included in operating cash flows

lease term of operating leases

rate of operating leases

Three Months Ended March 31, 2026

Cash paid for operating leases included in operating cash flows

Remaining lease term of operating leases

Discount rate of operating leases

for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable

2 unchanged sentences

are expensed as incurred.

Company is a defendant in one class action claim and three 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.

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.

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 one civil action 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;

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.

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.

The Company was previously a party to two commercial lawsuits, one in the Third Judicial District Court, Salt Lake

County, Utah against Hukui Technology, Inc., and another in the United Kingdom against Pantheon International Advisors, Ltd.

2026, the Company received a favorable ruling in its litigation with Hukui Technology, Inc., in which the trial court found in favor of

the Company on its declaratory judgment claim and on all remaining counterclaims, concluding that the Company had no payment obligations

and that the defendants were not entitled to damages.

In addition, on March 31, 2026, the Company entered into a settlement agreement

with Pantheon International Advisors Ltd.

to fully resolve all disputes, including related proceedings in the United Kingdom.

terms of the agreement, the Company agreed to pay $ 140,000 , and the parties agreed to dismiss all claims with prejudice and exchange mutual

11 – Share Repurchase Program

11 unchanged sentences

issued but not outstanding.

No shares were repurchased during the three and nine months ended September 30, 2025.

No shares were repurchased during the three months ended March 31, 2026.

12 – At-the-Market Agreement

The Company previously maintained

an Amended and Restated Equity Distribution Agreement (the “Prior ATM Agreement”) with Piper Sandler & Co.

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 September 30, 2025, the Company had sold 4,550,245 shares of common

stock under the Prior ATM Agreement, resulting in net proceeds to the Company of approximately $ 1,660,805 .

The Prior ATM Agreement was

subsequently terminated, and no further sales will be made under that program.

On 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 $ 10.0

million, 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 terms.

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 approximately $ 4.1 million of

shares under the shelf registration statement.

13 – Registered Direct Offering

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

9,619,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.01 per share, at an offering price of $ 0.40

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.

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 .

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.

As of March 31, 2026, the Company had sold 1,539,101

shares of common stock under the Agreement, resulting in net

proceeds to the Company of approximately $ 4,593,234 .

The Company’s shelf Registration Statement on Form S-3 expired on

April 6, 2026, and, as a result, the Company is no longer able to offer or sell shares under the Agreement unless and until a new registration

statement is filed with and declared effective by the Securities and Exchange Commission.

Accordingly, no further sales may be made under

the ATM program at this time.

13 – Related Party Transactions

Company has a services agreement with CoSara Diagnostics Pvt Ltd (“CoSara”), our joint venture for manufacturing in India,

Company has a services agreement with CoSara Diagnostics Pvt Ltd (“CoSara”), one of the Company’s equity method investments,

under which CoSara provides certain research and development consulting and support services.

The Company recognized $ 226,396 and $ 240,103

of expense related to this agreement during the three and nine months ended September 30, 2025, respectively, compared to $ 181,878 and

$ 361,843 of expense during the three and nine months ended September 30, 2024, respectively.

15 – Subsequent Events

Subsequent to September 30, 2025, on

October 20, 2025, the Company entered into an Equity Distribution Agreement with Maxim Group LLC to establish an at-the-market equity

offering program, as described in Note 12 – At-the-Market Offering.

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) 12,002,272 shares

of its common stock, par value $ 0.001 per

share (the “Shares”), at an offering price of $ 0.55 per

share, and (ii) pre-funded common stock purchase warrants (the “Pre-Funded Warrants”) to purchase an aggregate

shares of common stock at an offering price of $ 0.5499

per Pre-Funded Warrant.

The 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 6, 2023.

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

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.

of expense related to this agreement during the three months ended March 31, 2026 and 2025, respectively.

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-Q

Item 1. Financial Statements