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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 324 added, 214 removed, 460 unchanged (54% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS

March 31, 2026

June 30, 2026

December 31, 2025

Current assets

25 unchanged sentences

5,000,000 shares authorized;

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

0 shares issued and outstanding as of June 30, 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

5,040,580 shares issued and 4,878,957 shares outstanding as of June 30, 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

161,623 shares held as of June 30, 2026 and December 31, 2025, respectively

( 15,575,795 )

10 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue

1 unchanged sentence

Cost of revenue

Gross profit (loss)

Operating expenses

7 unchanged sentences

( 8,057,764 )

Other income, net

( 15,409,196 )

( 16,609,720 )

Other income (expense), net

Interest income, net

Realized gain on investments

Gain on remeasurement of acquisition contingencies

Loss on disposition of assets

Gain (loss) on remeasurement of acquisition contingencies

Loss on equity method investment in joint ventures

Total other income, net

Total other income (expense), net

Loss before income taxes

1 unchanged sentence

( 7,717,790 )

( 15,404,136 )

( 15,239,057 )

Income tax provision

1 unchanged sentence

$ ( 7,730,117 )

Other comprehensive income (loss)

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

Total other comprehensive income (loss)

$ ( 15,423,824 )

$ ( 15,263,388 )

Other comprehensive loss

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

Total other comprehensive loss

$ ( 196,585 )

$ ( 284,375 )

Comprehensive loss

1 unchanged sentence

$ ( 7,926,702 )

$ ( 15,423,824 )

$ ( 15,547,763 )

Loss per common share:

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended June 30,

Cash flows from operating activities

4 unchanged sentences

Stock-based compensation expense

Common stock issued for financial advisory services

Change in fair value of acquisition contingencies

2 unchanged sentences

Loss from equity method investment

Loss on disposition of assets

Provision for credit losses

15 unchanged sentences

( 6,588,577 )

Investment in joint ventures

Net cash (used in) provided by investing activities

Cash flows from financing activities

Issuance of common stock related to private placement transaction and warrant exercises, net of offering costs

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 )

Net increase (decrease) in cash and cash equivalents

( 8,234,975 )

12 unchanged sentences

Accumulated Other Comprehensive

Accumulated Earnings

Total Stockholders’

9 unchanged sentences

( 89,513,577 )

Stock-based compensation

Issuance of common stock related to private placement transaction and warrant exercises, net of offering costs

( 6,283,786 )

Balance as of June 30, 2026

$ ( 15,575,795 )

$ 124,015,023

$ ( 95,797,363 )

Convertible Preferred Stock

1 unchanged sentence

Accumulated Other Comprehensive

Accumulated Earnings

Total Stockholders’

3 unchanged sentences

$ ( 33,477,603 )

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 )

Balance as of March 31, 2025

( 15,575,795 )

( 41,010,874 )

( 15,575,795 )

( 41,010,874 )

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

Stock-based compensation

Issuance of common stock related to financial advisory services

Other comprehensive loss, net of tax

1 unchanged sentence

( 7,730,117 )

Balance as of March 31, 2025

Balance as of June 30, 2025

( 15,575,795 )

30 unchanged sentences

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.

Operating results for the three and six months ended June 30, 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

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

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 June 30, 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.

condensed consolidated financial statements as of June 30, 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

24 unchanged sentences

The Company maintains an allowance

for doubtful accounts for amounts the Company does not expect to collect.

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

In establishing the required allowance, management considers

3 unchanged sentences

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 June 30, 2026 total accounts receivable was $ 92,993 with an allowance for credit losses

of $ 40,934 resulting in a net amount of $ 52,059 .

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

for credit losses of $ 110,055 resulting in a net amount of $ 132,570 .

is stated at the lower of cost or net-realizable value.

1 unchanged sentence

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

At June 30, 2026, the Company had $ 841,669 in net inventory, of which $ 362,879 was

finished goods and $ 478,790 was raw materials.

4 unchanged sentences

The Company recognized $ 31,331 and $ 186,319 related to the change in inventory reserves during

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

the three and six months ended June 30, 2026, respectively, compared to $ 59,591 and $ 101,065 during the three and six months ended June

30, 2025, respectively.

Company generates revenue from customers from product and license sales.

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Risk and Significant Customers

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

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

ended June 30, 2026 and 2025.

One customer accounted for approximately 37 % of product revenue recognized during the three months ended

June 30, 2026.

Two customers accounted for approximately 41 % of product revenue recognized during the six months ended June 30, 2026.

Three customers accounted for approximately 53 % of product revenue recognized during the three months ended June 30, 2025.

Three customers

accounted for approximately 41 % of product revenue recognized during the six months ended June 30, 2025.

customers accounted for more than 10% of accounts receivable at June 30, 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,

These customers together accounted for approximately 24 % and 82 % of accounts receivable at June 30,

2026 and December 31, 2025, respectively.

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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.

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):

24 unchanged sentences

Schedule of Cash, Cash Equivalents and Marketable Investment Securities

March 31, 2026

June 30, 2026

Adjusted Cost

Total Unrealized Gains / (Losses)

Total Unrealized

Gains / (Losses)

Cash and Cash Equivalents

2 unchanged sentences

Adjusted Cost

Total Unrealized Gains / (Losses)

Total Unrealized

Gains / (Losses)

Cash and Cash Equivalents

9 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 March 31, 2026 and December 31, 2025, by level within the fair value

following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31,

2025, by level within the fair value hierarchy:

Schedule of Fair Value Assets and Liabilities

March 31, 2026

June 30, 2026

Contingent consideration - common stock

13 unchanged sentences

Change in fair value of contingent consideration issued for business acquisitions

Fair value as of March 31, 2026

Fair value as of June 30, 2026

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

6 unchanged sentences

Schedule of Contingent Consideration Common Stock and Warrants

June 30, 2026

December 31, 2025

Risk-free rate

7 unchanged sentences

Schedule of Intangible Assets, Net

March 31, 2026

June 30, 2026

Weighted-Average

7 unchanged sentences

Summary of Revenue by Geographic Area

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

United States

Product revenue

Grant revenue

Total United States

1 unchanged sentence

Product revenue

Grant revenue

Total Rest of World

2 unchanged sentences

Rest of World

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

in the Company’s deferred revenue balance for the six months ended June 30, 2026 were as follows:

Schedule of Deferred Revenue

2 unchanged sentences

Increase due to prepayments from customers

Balance as of March 31, 2026

Balance as of June 30, 2026

7 – Loss Per Share

2 unchanged sentences

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:

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

ended June 30, 2026 and 2025, respectively:

Schedule of Basis and Diluted Earnings Per Share

Three Months Ended

Three Months Ended June 30,

Six Months Ended June 30,

Net loss, as reported

1 unchanged sentence

$ ( 7,730,117 )

$ ( 15,423,824 )

$ ( 15,263,388 )

Weighted average shares, basic

Dilutive effect of stock options, warrants and RSUs

Shares used to compute diluted loss per share

Shares used to compute diluted earnings 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 March 31, 2025, consisting of:

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

8 – Stock-Based Compensation

Common shares issuable upon exercise of the pre-funded warrants issued in the May 2026 Private Placement are included

in the calculation of basic weighted average number of common shares outstanding as the underlying common shares are issuable for little

to no consideration and there are no vesting conditions or contingencies associated with the warrants.

Accordingly, the aggregate number

of common shares underlying the pre-funded warrants have been considered outstanding for purposes of the calculation of basic net loss

per share from the date of issuance.

a result of incurring a net loss for the three and six months ended June 30, 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 June 30, 2026, consisting of:

restricted stock units, (ii) 27,688 options, and (iii) 3,710,394

The Company had potentially dilutive securities as of June 30, 2025, consisting of:

restricted stock units, (ii) 32,353 options, and (iii) 15,500

8 – Equity Transactions

January 1, 2026, the Company effected a 1-for-30 reverse stock split of its common stock.

6 unchanged sentences

Reverse Stock Split.

At-the-Market

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 an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Maxim

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

Pursuant to the Equity Distribution

Agreement, the Company was authorized to 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 Equity

Distribution Agreement, the Company agreed to pay Maxim a commission equal to 3.0% of the gross proceeds from the sale of shares and

to reimburse Maxim for certain legal and other out-of-pocket expenses.

The shares were offered pursuant to the Company’s shelf

registration statement on Form S-3 (File No.

333-270628), which expired on April 6, 2026.

As of June 30, 2026, the Company had sold 1,539,101

shares of common stock under the Equity Distribution Agreement, resulting in net proceeds to the Company of approximately $ 4,593,234 .

May 12, 2026, the Company filed a new shelf registration statement on Form S-3 (File No.

333-295803), which was declared effective by

the Securities and Exchange Commission on May 15, 2026.

On July 27, 2026, the Company amended the Equity Distribution Agreement and filed

a prospectus supplement under the new shelf registration statement pursuant to which the Company may offer and sell shares of its common

stock having an aggregate offering price of up to approximately $ 7,901,383 through Maxim.

Sales under the amended Equity Distribution

Agreement, if any, may be made in transactions deemed to be “at-the-market” offerings under Rule 415 promulgated under the

Securities Act of 1933, as amended.

Maxim will be entitled to a commission equal to 3.0% of the gross sales price of shares sold.

approximately $ 7,901,383 offering amount reflects the maximum amount the Company was eligible to offer under General Instruction I.B.6

of Form S-3 as of the date of the prospectus supplement.

Placement Transaction

May 19, 2026, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities

Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”)

for aggregate gross proceeds of $ 3.0 million, before deducting fees to the placement agent and other expenses payable by the Company

in connection with the Private Placement.

Maxim Group LLC (“Maxim”) acted as the exclusive placement agent for the Private

The Company paid approximately $ 259,989 in fees to Maxim.

part of the Private Placement, the Company agreed to issue (i) 54,915 shares of the Company’s common stock (the

“Shares”), par value $ 0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase 1,592,532

shares of Common Stock (the “Pre-Funded Warrants”) with an exercise price of $ 0.0001 per share, and (iii) warrants to

purchase 3,294,894 shares of Common Stock (the “Common Warrants”), with an exercise price of $ 1.571 per share.

Common Warrants are exercisable immediately and expire five years from issuance.

The Pre-Funded Warrants are exercisable immediately

and terminate when exercised in full.

During the three months ended June 30, 2026, 1,192,532 of the Pre-Funded Warrants were

exercised by the Purchasers.

In accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s own Equity , the Company

determined that all the different warrants issued met the conditions for equity classification and were included as a component of total

stockholders’ equity.

Company has issued warrants related to acquisition and financing transactions.

following table provides the weighted-average exercise price and remaining contractual life for each warrant outstanding as of June

30, 2026 and December 31, 2025:

of Weighted Average Exercise Price and Remaining Contractual Life

June 30, 2026

Weighted-Average

Remaining Contractual

Exercise Price

Life (in Years)

2021 Acquisition Related Warrants

May 2026 Pre-Funded Warrants

May 2026 Warrants

December 31, 2025

Weighted-Average

Remaining Contractual

Exercise Price

Life (in Years)

2021 Acquisition Related Warrants

following table summarizes warrant activity for the six months ended June 30, 2026:

Schedule of Warrant Activity

Related Warrants

Pre-Funded Warrants

May 2026 Warrants

2021 Acquisition

Related Warrants

Pre-Funded Warrants

May 2026 Warrants

Outstanding at December 31, 2025

Forfeited/Cancelled

( 1,192,532 )

Outstanding at June 30, 2026

are 3,694,894 warrants exercisable at June 30, 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.

Repurchase Program

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

to $ 30.0 million of CODX common stock.

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.

accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable

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 and six months ended June 30, 2026.

9 – Stock-Based Compensation

Incentive Plans

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.

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:

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 June 30, 2026, the number of awards available for issuance under the 2025 Plan was 255,374 , including

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

No awards have been made under the 2025 Plan.

following table summarizes option activity during the six months ended June 30, 2026:

Schedule of Option Activity

Number of Options

Weighted Average Exercise Price

Weighted Average Fair Value

Weighted Average

Exercise Price

Weighted Average

Weighted Average Remaining Contractual Life (Years)

1 unchanged sentence

Forfeited/Cancelled

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 .

Outstanding at June 30, 2026

Exercisable at June 30, 2026

aggregate intrinsic value of outstanding options at June 30, 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 March 31, 2026, there

As of June 30, 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 three months ended March 31, 2026:

RSUs and related activity for the six months ended June 30, 2026:

Schedule of Outstanding Restricted Stock Units and Related Activity

Number of RSUs

Weighted Average Grant Date Fair Value

Weighted Average Grant

Date Fair Value

Unvested at December 31, 2025

Forfeited/Cancelled

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.

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.

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

Unvested at June 30, 2026

of June 30, 2026, there was approximately $ 1,505,523

of unrecognized stock-based compensation expense related to

outstanding RSUs which is expected to be recognized over a weighted-average period of 1.7

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

Forfeited/Cancelled

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.

Compensation Expense

1 unchanged sentence

Schedule of Recognized Stock-Based Compensation Expense

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Sales and marketing

3 unchanged sentences

10 – Income Taxes

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

the three months ended June 30, 2026, the Company recognized expense from income taxes of $ 19,168 ,

representing an effective tax rate of 0.3 %.

For the six months ended June 30, 2026, the Company recognized expense from income taxes of $ 19,688 , representing an effective tax

rate of 0.1 % .

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 .

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 six

months ended June 30, 2025, the Company recognized expense from income taxes of $ 12,327

and $ 24,331 , respectively.

11 – Commitments and Contingencies

2 unchanged sentences

Schedule of Lease Expense

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating lease costs

Total lease costs

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

of June 30, 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)

6 unchanged sentences

Schedule of Other Information Related to Operating Leases

Three Months Ended March 31, 2026

Six Months Ended

June 30, 2026

Cash paid for operating leases included in operating cash flows

5 unchanged sentences

are expensed as incurred.

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.

Company is a defendant in a 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.

is a party to a commercial lawsuit in the Third Judicial District Court, Salt Lake County, Utah, against Hukui Technology, Inc.

2026, the Company received an amended final judgment and 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.

Hukui Technology, Inc.

subsequently filed a notice of

appeal of that judgment during May 2026.

The Company is also a party to one civil action based on breach of contract claims against the

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.

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

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.

accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable

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.

12 – At-the-Market Agreement

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

Sandler & Co.

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

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

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

As of December 31, 2025, the Company

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

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.

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.

12 – Related Party Transactions

2 unchanged sentences

The Company recognized $ 262,129 and $ 488,525

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

of expense related to this agreement during the three and six months ended June 30, 2026, respectively, compared to $ 182,364 and $ 422,467

of expense during the three and six months ended June 30, 2025, respectively.

13 – Subsequent Events

July 1, 2026, the remaining 400,000 Pre-Funded Warrants from the Private Placement completed during May 2026 were exercised.

July 30, 2026, the Company entered into an inducement agreement with certain holders

of certain of the Company’s existing warrants to purchase up to an aggregate of 1,702,362

shares of the Company’s common stock originally issued

on May 21, 2026, with a five- 5 year

term at an exercise price of $ 1.571

to the agreement, the warrant holders agreed to exercise for cash the existing warrants to purchase an aggregate of 1,702,362

shares of the Company’s common stock at an exercise price

per share in consideration of the Company’s agreement

to issue additional new common stock purchase warrants to purchase up to an aggregate of 3,404,724

shares of the Company’s common stock at an exercise price

These new warrants are not exercisable until the

Company obtains stockholder approval of the exercise.

The Company received aggregate gross proceeds of approximately $ 2.67

million from the exercise of the existing warrants, before

deducting placement agent fees and other offering expenses payable by the Company.

The Company agreed to pay Maxim (i) a cash fee equal

of the aggregate gross proceeds received from the exercise of the existing warrants and (ii) reimbursement of the Maxim’s reasonable

expenses, including without limitation, fees and disbursements of the Maxim’s counsel, incurred in connection with the transactions

contemplated by the inducement agreement in an amount equal to $ 50,000 .

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