Co-Diagnostics, Inc. 10-Q

Item 1. Financial Statements CO – DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) March 31, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 8,230,984 $ 11,884,607 Accounts receivable, net 82,339 190,375 Inventory, net 846,119 992,397 Income taxes receivable 49 44,559 Prepaid expenses and other current assets 622,760 581,527 Total current assets 9,782,251 13,693,465 Property and equipment, net 2,158,670 2,272,098 Operating lease right-of-use asset 2,002,597 1,207,453 Intangible assets, net 7,219,000 7,219,000 Investment in joint ventures 337,208 350,569 Total assets $ 21,499,726 $ 24,742,585 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 2,017,852 $ 1,878,225 Accrued expenses 1,364,754 865,301 Operating lease liability, current 857,638 662,258 Contingent consideration liabilities, current 43,756 119,036 Deferred revenue 600 14,800 Total current liabilities 4,284,600 3,539,620 Long-term liabilities Operating lease liability 1,172,716 574,301 Total long-term liabilities 1,172,716 574,301 Total liabilities 5,457,316 4,113,921 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 March 31, 2026 and December 31, 2025, respectively - - Common stock, $ 0.001 par value; 100,000,000 shares authorized; 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 69,207 67,700 Treasury stock, at cost; 161,623 shares held as of March 31, 2026 and December 31, 2025, respectively ( 15,575,795 ) ( 15,575,795 ) Additional paid-in capital 121,062,575 116,510,298 Accumulated deficit ( 89,513,577 ) ( 80,373,539 ) Total stockholders’ equity 16,042,410 20,628,664 Total liabilities and stockholders’ equity $ 21,499,726 $ 24,742,585 See accompanying notes to unaudited condensed consolidated financial statements 3 CO – DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) 2026 2025 Three Months Ended March 31, 2026 2025 Product revenue $ 145,954 $ 50,277 Total revenue 145,954 50,277 Cost of revenue 193,768 21,590 Gross profit (loss) ( 47,814 ) 28,687 Operating expenses Sales and marketing 467,955 657,030 General and administrative 2,503,126 2,773,149 Research and development 5,934,071 4,870,019 Depreciation and amortization 255,445 280,445 Total operating expenses 9,160,597 8,580,643 Loss from operations ( 9,208,411 ) ( 8,551,956 ) Other income, net Interest income, net 6,974 13,601 Realized gain on investments - 301,465 Gain on remeasurement of acquisition contingencies 75,280 717,067 Loss on equity method investment in joint ventures ( 13,361 ) ( 1,444 ) Total other income, net 68,893 1,030,689 Loss before income taxes ( 9,139,518 ) ( 7,521,267 ) Income tax provision 520 12,004 Net loss $ ( 9,140,038 ) $ ( 7,533,271 ) Other comprehensive income (loss) Change in net unrealized gains (losses) on marketable securities, net of tax - ( 87,790 ) Total other comprehensive income (loss) $ - $ ( 87,790 ) Comprehensive loss $ ( 9,140,038 ) $ ( 7,621,061 ) Loss per common share: Basic and Diluted $ ( 4.06 ) $ ( 7.05 ) Weighted average shares outstanding: Basic and Diluted 2,253,474 1,068,299 See accompanying notes to unaudited condensed consolidated financial statements 4 CO – DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2026 2025 Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 9,140,038 ) $ ( 7,533,271 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 255,445 280,445 Stock-based compensation expense 219,114 875,228 Change in fair value of acquisition contingencies ( 75,280 ) ( 717,067 ) Non-cash lease expense ( 1,349 ) 438 Realized gain on investments - ( 301,465 ) Loss from equity method investment 13,361 1,444 Provision for credit losses 4,164 4,143 Inventory obsolescence recoveries ( 27,884 ) ( 37,321 ) Changes in assets and liabilities: Accounts receivable 103,872 ( 7,964 ) Prepaid expenses and other assets 3,277 205,907 Inventory 174,162 26,736 Deferred revenue ( 14,200 ) - Income taxes payable - 11,484 Accounts payable, accrued expenses and other liabilities 639,080 ( 1,553,951 ) Net cash used in operating activities ( 7,846,276 ) ( 8,745,214 ) Cash flows from investing activities Purchases of property and equipment ( 142,017 ) ( 91,913 ) Proceeds from maturities of marketable investment securities - 13,893,675 Purchases of marketable securities - ( 6,444,804 ) Net cash (used in) provided by investing activities ( 142,017 ) 7,356,958 Cash flows from financing activities Issuance of common stock related to at-the-market offering, net of offering costs 4,334,670 354,746 Net cash provided by financing activities 4,334,670 354,746 Net decrease in cash and cash equivalents ( 3,653,623 ) ( 1,033,510 ) Cash and cash equivalents at beginning of period 11,884,607 2,936,544 Cash and cash equivalents at end of period $ 8,230,984 $ 1,903,034 Supplemental disclosure of cash flow information Cash received for income taxes $ 46,136 $ - Supplemental disclosure of non-cash investing and financing transactions Right-of-use assets obtained in exchange for new operating lease liabilities $ 1,029,215 $ - See accompanying notes to unaudited condensed consolidated financial statements 5 CO – DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) Shares Amount Shares Amount Stock Capital Income (Deficit) Equity Convertible Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Other Comprehensive Accumulated Earnings Total Stockholders’ Shares Amount Shares Amount Stock Capital Income (Deficit) Equity Balance as of December 31, 2025 - - 2,256,654 67,700 ( 15,575,795 ) 116,510,298 - ( 80,373,539 ) 20,628,664 Issuance of common stock related to at-the-market offering, net of offering costs - - 1,507,434 1,507 - 4,333,163 - - 4,334,670 Stock-based compensation - - - - - 219,114 - - 219,114 Net loss - - - - - - - ( 9,140,038 ) ( 9,140,038 ) Balance as of March 31, 2026 - $ - 3,764,088 $ 69,207 $ ( 15,575,795 ) $ 121,062,575 $ - $ ( 89,513,577 ) $ 16,042,410 Convertible Preferred Stock Common Stock Treasury Additional Paid-in Accumulated Other Comprehensive Accumulated Earnings Total Stockholders’ Shares Amount Shares Amount Stock Capital Income (Deficit) Equity Balance as of December 31, 2024 - $ - 1,263,408 $ 37,902 $ ( 15,575,795 ) $ 102,472,210 $ 418,443 $ ( 33,477,603 ) $ 53,875,157 Balance - $ - 1,263,408 $ 37,902 $ ( 15,575,795 ) $ 102,472,210 $ 418,443 $ ( 33,477,603 ) $ 53,875,157 Issuance of common stock related to at-the-market offering, net of offering costs - - 17,303 519 - 354,227 - - 354,746 Stock-based compensation - - - - - 875,228 - - 875,228 Other comprehensive loss, net of tax - - - - - - ( 87,790 ) - ( 87,790 ) Net loss - - - - - - - ( 7,533,271 ) ( 7,533,271 ) Balance as of March 31, 2025 - - 1,280,711 38,421 ( 15,575,795 ) 103,701,665 330,653 ( 41,010,874 ) 47,484,070 Balance - - 1,280,711 38,421 ( 15,575,795 ) 103,701,665 330,653 ( 41,010,874 ) 47,484,070 See accompanying notes to unaudited condensed consolidated financial statements 6 CO – DIAGNOSTICS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 – Overview and Basis of Presentation Description of Business 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. Unaudited Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information as they are prescribed for smaller reporting companies. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to make the financial statements not misleading have been included. 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. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. Liquidity and Going Concern In 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 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. 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, or at all. 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. 7 The 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 and satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is dependent upon its uncertain ability to obtain additional capital, reduce expenditures, and execute on its business plans. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Note 2 – Summary of Significant Accounting Policies Reclassifications Certain prior year amounts have been reclassified to conform with the current year’s presentation. These reclassifications have no impact on the previously reported results. 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 basis. There is no expense or asset information that is supplemental to information disclosed within the condensed 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 condensed 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 condensed consolidated financial statements. All material long-lived assets are located in the United States and India. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount (net of allowance) and do not bear interest. The Company maintains an allowance for doubtful accounts for amounts the Company does not expect to collect. In establishing the required allowance, management considers 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. Recoveries of trade receivables previously written off are recorded when collected. 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 . 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 . Inventory Inventory is stated at the lower of cost or net-realizable value. Inventory cost is determined on a first-in first-out basis that approximates average cost in accordance with ASC 330-10-30-12. 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 to their estimated useful or scrap values. The Company recognized $ 154,989 and $ 41,174 related to the change in inventory reserves during the three months ended March 31, 2026 and 2025, respectively. 8 Revenue Recognition The Company generates revenue from customers from product and license sales. The Company recognizes revenue from customers when all of the following criteria are satisfied: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation. The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue. Income Taxes The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, deferred income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and tax reporting measured at enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority. Valuation allowances are provided when it is more-likely-than-not that some or all of the deferred income tax assets may not be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Developing the provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred income tax assets and liabilities and any estimated valuation allowances deemed necessary to value deferred income tax assets. Judgments and tax strategies are subject to audit by various taxing authorities. The Company has uncertain income tax positions in the condensed consolidated financial statements, and adverse determinations by these taxing authorities could have a material adverse effect on the condensed consolidated financial position, results of operations, or cash flows. Concentrations Risk and Significant Customers The 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, 2025. 9 Two 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. Recently Issued Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories. The guidance should be applied prospectively with the option to apply the standard retrospectively. The standard becomes effective for the Company for full year 2027 reporting. The Company is currently evaluating the impact of this new standard on 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 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. In 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 in the ASU. 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. In 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. In 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. GAAP. 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. Note 3 – Cash, Cash Equivalents, and Financial Instruments The following table shows the Company’s cash, cash equivalents, and marketable investment securities by significant investment category: Schedule of Cash, Cash Equivalents and Marketable Investment Securities March 31, 2026 Adjusted Cost Total Unrealized Gains / (Losses) Fair Value Cash and Cash Equivalents Marketable Investment Securities Cash $ 8,230,984 $ - $ 8,230,984 $ 8,230,984 $ - Total $ 8,230,984 $ - $ 8,230,984 $ 8,230,984 $ - December 31, 2025 Adjusted Cost Total Unrealized Gains / (Losses) Fair Value Cash and Cash Equivalents Marketable Investment Securities Cash $ 11,884,607 $ - $ 11,884,607 $ 11,884,607 $ - Total $ 11,884,607 $ - $ 11,884,607 $ 11,884,607 $ - 10 Note 4 – Fair Value Measurements The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following three levels of inputs are used to measure the fair value of financial assets and liabilities: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The 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 hierarchy: Schedule of Fair Value Assets and Liabilities (Level 1) (Level 2) (Level 3) Total March 31, 2026 (Level 1) (Level 2) (Level 3) Total Liabilities: Contingent consideration - common stock $ - $ - $ 43,756 $ 43,756 Total liabilities measured at fair value $ - $ - $ 43,756 $ 43,756 December 31, 2025 (Level 1) (Level 2) (Level 3) Total Liabilities: Contingent consideration - common stock $ - $ - $ 119,036 $ 119,036 Total liabilities measured at fair value $ - $ - $ 119,036 $ 119,036 11 In 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. The changes for Level 3 items measured at fair value on a recurring basis are as follows: Schedule of Changes in the Fair Value Measurement Fair value as of December 31, 2025 $ 119,036 Change in fair value of contingent consideration issued for business acquisitions ( 75,280 ) Fair value as of March 31, 2026 $ 43,756 The fair value of the contingent consideration is based on the fair value of the contingent consideration-common stock and contingent consideration-warrants. The fair value of the contingent consideration-common stock is equal to the probability-adjusted value of the Company’s common stock as of the valuation date. The fair value of the contingent consideration-warrants is equal to the probability adjusted value of a call option with terms consistent with the terms of the warrants as of the valuation date. Prior to the probability adjustments, the warrants were valued based on the following inputs: Schedule of Contingent Consideration Common Stock and Warrants March 31, 2026 December 31, 2025 Stock price $ 1.86 $ 5.10 Strike price $ 273.75 $ 273.75 Volatility 16.3 % 21.4 % Risk-free rate 3.7 % 3.5 % Expected term (years) 0.8 1.0 Fair Value of Other Financial Instruments The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, notes receivable, accounts payable, accrued liabilities, and other liabilities approximate fair value due to their short-term maturities and are excluded from the fair value tables above. Note 5 – Intangible Assets, Net Intangible assets, net consisted of the following: Schedule of Intangible Assets, Net March 31, 2026 Weighted-Average Gross Net Useful Life Carrying Accumulated Carrying (in Years) Amount Amortization Amount In-process research and development Indefinite $ 7,219,000 $ - $ 7,219,000 Total intangible assets $ 7,219,000 $ - $ 7,219,000 December 31, 2025 Weighted-Average Gross Net Useful Life Carrying Accumulated Carrying (in Years) Amount Amortization Amount In-process research and development Indefinite $ 7,219,000 $ - $ 7,219,000 Total intangible assets $ 7,219,000 $ - $ 7,219,000 12 Note 6 – Revenue The following table sets forth revenue by geographic area: Summary of Revenue by Geographic Area 2026 2025 Three Months Ended March 31, 2026 2025 United States Product revenue $ 81,054 $ 40,177 Grant revenue - - Total United States 81,054 40,177 Rest of World Product revenue 64,900 10,100 Grant revenue - - Total Rest of World 64,900 10,100 Total $ 145,954 $ 50,277 Percentage of revenue by area: United States 56 % 80 % Rest of World 44 % 20 % Changes in the Company’s deferred revenue balance for the three months ended March 31, 2026 were as follows: Schedule of Deferred Revenue Balance as of December 31, 2025 $ 14,800 Revenue recognized included in deferred revenue balance at the beginning of the period ( 14,800 ) Increase due to prepayments from customers 600 Balance as of March 31, 2026 $ 600 Note 7 – 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. The 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 2026 2025 Three Months Ended March 31, 2026 2025 Numerator Net loss, as reported $ ( 9,140,038 ) $ ( 7,533,271 ) Denominator Weighted average shares, basic 2,253,474 1,068,299 Dilutive effect of stock options, warrants and RSUs - - Shares used to compute diluted loss per share 2,253,474 1,068,299 Loss per share, basic and diluted $ ( 4.06 ) $ ( 7.05 ) 13 The 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. As 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 March 31, 2025, consisting of: (i) 90,081 restricted stock units and (ii) 31,282 options and warrants. Note 8 – 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 prices. All historical and per-share information has been retroactively adjusted to reflect the Reverse Stock Split. Stock Incentive Plans The Company’s board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc. 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. The 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 Plan. Stock Options The following table summarizes option activity during the three months ended March 31, 2026: Schedule of Option Activity Number of Options Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2025 31,603 $ 68.91 $ 43.05 3.14 Granted - - - Expired ( 2,981 ) $ 24.19 $ 15.00 Forfeited/Cancelled - - - Exercised - - - Outstanding at March 31, 2026 28,622 $ 73.57 $ 45.97 3.04 Exercisable at March 31, 2026 28,622 $ 73.57 $ 45.97 3.04 The aggregate intrinsic value of outstanding options at March 31, 2026 and 2025 was approximately $ 0 . 14 Stock-based compensation cost is measured at the grant date based on the fair value of the award granted and recognized as expense over the vesting period using the straight-line method. The Company uses the Black-Scholes model to value options granted. As of March 31, 2026, there were no unvested options and no unrecognized stock-based compensation expense related to options. Restricted Stock Units The grant date fair value of RSUs granted is determined using the closing market price of the Company’s common stock on the grant date with the associated compensation expense amortized over the vesting period of the awards. The following table sets forth the outstanding 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 114,025 $ 34.51 Granted - - Vested - - Forfeited/Cancelled ( 833 ) 7.58 Unvested at March 31, 2026 113,192 $ 34.71 As 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. Warrants The Company has issued warrants related to financings, acquisitions and as compensation to third parties for services provided. The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant if granted for services. The following table summarizes warrant activity during the three months ended March 31, 2026: Schedule of Warrant Activity Number of Warrants Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2025 15,500 $ 273.75 $ - 1.0 Granted - - - Expired - - - Forfeited/Cancelled - - - Exercised - - - Outstanding at March 31, 2026 15,500 $ 273.75 $ - 0.8 The aggregate intrinsic value of outstanding warrants at March 31, 2026 was $ 0 . 15 There 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. There was no unrecognized stock-based compensation expense related to warrants. Stock-Based Compensation Expense The Company recognized stock-based compensation expense as follows: Schedule of Recognized Stock-Based Compensation Expense 2026 2025 Three Months Ended March 31, 2026 2025 Sales and marketing $ 31,420 $ 136,197 General and administrative 221,101 735,915 Research and development ( 33,407 ) 3,116 Total stock-based compensation expense $ 219,114 $ 875,228 Note 9 – Income Taxes For the three months ended March 31, 2026, the Company recognized expense from income taxes of $ 520 , representing an effective tax rate of 0.0 %. 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 months ended March 31, 2025, the Company recognized expense from income taxes of $ 12,004 . Note 10 – Commitments and Contingencies Lease Obligations The Company leases administrative, R&D, sales and marketing and manufacturing facilities under non-cancellable operating leases. The components of lease expense are summarized as follows: Schedule of Lease Expense 2026 2025 Three Months Ended March 31, 2026 2025 Operating lease costs $ 261,687 $ 258,065 Total lease costs $ 261,687 $ 258,065 16 As of March 31, 2026, the maturities of the Company’s lease liabilities are as follows: Schedule of Maturities on Company Lease Liabilities Years Ending December 31, 2026 (remainder) $ 775,605 2027 691,311 2028 710,904 Thereafter - Total lease payments 2,177,820 Less: imputed interest 147,466 Present value of operating lease liabilities 2,030,354 Less: current portion 857,638 Long-term portion $ 1,172,716 Other information related to operating leases was as follows: Schedule of Other Information Related to Operating Leases Three Months Ended March 31, 2026 Cash paid for operating leases included in operating cash flows $ 263,035 Remaining lease term of operating leases 2.5 Discount rate of operating leases 5.9 % Litigation Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The 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. The Company 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; 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. In March 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. Under the terms of the agreement, the Company agreed to pay $ 140,000 , and the parties agreed to dismiss all claims with prejudice and exchange mutual releases. 17 Note 11 – Share Repurchase Program In 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. The repurchase program does not obligate the Company to acquire any particular number of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The timing and amount of any share repurchases under the share repurchase program will be determined by Co-Diagnostics’ management at its discretion based on ongoing assessments of the capital needs of the business, the market price of the Company’s common stock, corporate and regulatory requirements, and general market conditions. For accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered issued but not outstanding. No shares were repurchased during the three months ended March 31, 2026. Note 12 – At-the-Market Agreement The 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. 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 $ 10,000,000 , 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 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. 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. Note 13 – Related Party Transactions The 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 months ended March 31, 2026 and 2025, respectively. 18