What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-27 compared with 2024-03-14 · 363 added, 326 removed, 626 unchanged (52% of the section changed)

2 unchanged sentences

31, 2024 AND 2023

Reports of Independent Registered Public Accounting Firms (PCAOB ID No.

270 and ID No.

Report of Independent Registered Public Accounting Firms (PCAOB ID No.

Consolidated Balance Sheets

7 unchanged sentences

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Co-Diagnostics Inc.

and subsidiaries (the Company) as of December 31, 2023,

the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the

year then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial

statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December

31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles

generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheets of Co-Diagnostics,

and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive

loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated

financial statements).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,

the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and

its cash flows for the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United

States of America.

Going Concern

The financial statements have been prepared assuming

that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has recurring losses

from operations and negative operating cash flows and needs to obtain additional financing to finance its operations.

These issues raise

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

of the Fair Value of Intangible Assets

more fully described in Notes 2 and 6 to the consolidated financial statements, the Company acquired Idaho Molecular, Inc., and Advanced

Conceptions, Inc.

in December 2021.

As part of the transaction, the Company acquired in-process research and development indefinite-lived

intangible assets totaling $26,101,000.

The Company assesses these assets for impairment at least annually or whenever events or changes

in circumstances occur that may indicate impairment.

The Company’s analysis for the year ended December 31, 2023, required significant

judgment to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived intangible asset is

The critical audit matter communicated below is a matter arising from the

current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

of Intangible Assets

In December 2021 the Company acquired in-process research and development

indefinite-lived intangible assets totaling $26,101,000.

The Company assesses these assets for impairment at least annually or whenever

events or changes in circumstances occur that may indicate impairment.

The Company’s analysis for the year ended December 31, 2024,

required significant judgment to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived

intangible assets are impaired.

As a result of their analysis, the Company determined there was no impairment as of year-end.

the Company’s annual impairment assessment was complex and highly judgmental due to the significant judgement required in determining

whether it is more likely than not that an indefinite-lived intangible asset is impaired.

This required a high degree of auditor judgement,

subjectivity and effort in performing procedures and evaluating audit evidence to evaluate management assessment in evaluating these

indefinite-lived intangibles for impairment.

Auditing the Company’s annual impairment assessment was complex and

highly judgmental due to the significant judgment required in determining whether it is more likely than not the in-process research and

development indefinite-lived intangible assets are impaired.

This required a high degree of auditor judgment, subjectivity and effort

in performing procedures and evaluating audit evidence to evaluate management’s assessment in evaluating these indefinite-lived

intangible assets for impairment.

These procedures included among others:

(1) evaluating management’s process for evaluating

for impairment, (2) evaluating the factors assessed by management (3) evaluating other relevant factors in making our own determination,

and (4) evaluating and discussing considerations and conclusions made by management.

(1) evaluating management’s process for evaluating impairment,

(2) evaluating the factors assessed by management (3) evaluating other relevant factors in making our own determination, and (4) evaluating

and discussing considerations and conclusions made by management.

have served as the Company’s auditor since 2023

Lake City, Utah

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of Co-Diagnostics, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Co-Diagnostics, Inc (the Company) as of December 31, 2022, and

the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows

for the year ended December 31, 2022, and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2022, and the results of its operations and its cash flows for the year ended

December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Haynie & Company

Lake City, Utah

began serving as the Company’s auditor in 2016.

In 2023, we became the predecessor auditor.

CO-DIAGNOSTICS,

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Prepaid expenses and other current assets

Note receivable

Total current assets

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Investment in joint venture

$ 123,086,281

Liabilities and stockholders’ equity

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Income taxes payable

Deferred tax liability

Operating lease liability

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Treasury stock, at cost;

4,848,678 and 3,881,658 shares held as of December 31, 2023 and December 31, 2022, respectively

4,848,678 shares held as of December 31, 2024 and December 31, 2023, respectively

( 15,575,795 )

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Accumulated other comprehensive income

Accumulated earnings

Accumulated earnings (deficit)

( 33,040,842 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 123,086,281

accompanying notes to consolidated financial statements.

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Depreciation and amortization

Goodwill impairment charges

Total operating expenses

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Other income, net

Interest income

Interest income, net

Realized gain on investments

Loss on disposition of assets

Gain (loss) on disposition of assets

Gain on remeasurement of acquisition contingencies

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( 38,110,556 )

Income tax benefit

( 2,777,691 )

Income tax provision (benefit)

( 2,777,691 )

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

$ ( 146,440 )

Total other comprehensive income (loss)

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Loss per common share:

Basic and Diluted

Weighted average shares outstanding:

Basic and Diluted

accompanying notes to consolidated financial statements.

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STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

Comprehensive

Stockholders’

Convertible Preferred Stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders’

Balance as of December 31, 2022

$ ( 14,211,866 )

Common stock issued for option exercises

Common stock issued for warrant exercises

$ 114,519,994

Stock-based compensation expense

Common stock issued for acquisitions

Repurchases of common stock

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( 1,363,929 )

Other comprehensive income, net of tax

Other comprehensive loss, net of tax

( 35,332,865 )

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$ ( 15,575,795 )

$ ( 14,211,866 )

$ 114,519,994

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

Stock-based compensation expense

Repurchases of common stock

( 1,363,929 )

Other comprehensive loss, net of tax

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$ 102,472,210

$ ( 33,040,842 )

$ ( 15,575,795 )

$ 102,472,210

$ ( 33,040,842 )

accompanying notes to consolidated financial statements.

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$ ( 35,332,865 )

Adjustments to reconcile net loss to cash (used in) provided by operating activities:

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

Depreciation and amortization

Goodwill impairment charges

Stock-based compensation expense

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( 1,092,581 )

( 7,899,644 )

Non-cash lease expense

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(Gain) loss from equity method investment

Loss on disposition of assets

(Gain) loss on disposition of assets

Deferred income taxes

( 2,417,987 )

( 4,810,457 )

Provision for credit losses

Provision for (recoveries of) credit losses

Inventory obsolescence expense

2 unchanged sentences

Prepaid expenses and other assets

( 3,673,309 )

Deferred revenue

Income taxes payable

( 2,201,250 )

Accounts payable, accrued expenses and other liabilities

Net cash used in operating activities

( 29,155,045 )

Net cash (used in) provided by operating activities

( 22,081,865 )

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( 1,365,306 )

( 1,427,512 )

Proceeds from maturities of marketable investment securities

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( 110,497,444 )

Net cash (used in) provided by investing activities

( 58,168,172 )

Investment in joint venture

Net cash provided by investing activities

Cash flows from financing activities

Proceeds from exercise of options and warrants

Repurchases of common stock

( 1,363,929 )

( 14,211,866 )

Net cash (used in) financing activities

( 1,363,929 )

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

Net cash provided by (used in) financing activities

( 1,363,929 )

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Supplemental disclosure of cash flow information

Interest paid

Income taxes paid

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

Business acquisition measurement period adjustments

Fair value of common stock issued as consideration for business acquisitions

Fair value of contingent common stock issued as consideration for business acquisitions

Receivable from issuance of common stock, collected in 2025

accompanying notes to consolidated financial statements.

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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.

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.

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

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All intercompany balances and transactions have been

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 Annual Report on Form 10-K is filed.

Based on the Company’s

cash, cash equivalents, and short-term investments as of December 31, 2024, 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, including through selling shares under the Company’s ATM Agreement, 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 consolidated financial statements are issued.

consolidated financial statements as of December 31, 2024 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.

2 – Summary of Significant Accounting Policies

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

There is no expense or asset information that is supplemental to information disclosed within the 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 consolidated statements of operations and comprehensive loss.

the Company operates as one operating segment, financial segment information, including expense and asset information, can be

found in the consolidated financial statements.

All material long-lived assets are based in the United States.

Reclassifications

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The fair value of cash equivalents approximated their carrying value as of December 31, 2024 and December

The Company has its cash and cash equivalents with a large creditworthy financial institution

and the balance exceeded federally insured limits.

The Company has not experienced any losses in such accounts, and management believes

the Company is not exposed to any significant credit risk on cash and cash equivalents.

The Company has its cash and cash equivalents with a large creditworthy financial institution and the balance exceeded federally

insured limits.

The Company has not experienced any losses in such accounts, and management believes the Company is not exposed to any

significant credit risk on cash and cash equivalents.

Investment Securities

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Realized gains and losses on the sale of marketable securities are determined using the average cost method on a

first-in, first-out basis and recorded in total other income (expense), net in the consolidated statements of operations and

comprehensive loss.

first-in, first-out basis and recorded in total other income (expense), net in the consolidated statements of operations and comprehensive

available-for-sale debt securities are subject to a periodic impairment review.

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

The Company maintains an

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

In establishing the required allowance, management

considers historical losses, current market condition, 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 December 31, 2023 total accounts receivable was $ 504,264 with an allowance for uncollectable

accounts of $ 200,338 resulting in a net amount of $ 303,926 .

Recoveries of

trade receivables previously written off are recorded when collected.

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 .

At December 31, 2023 total accounts receivable was $ 504,264

with an allowance for uncollectable accounts of $ 200,338

resulting in a net amount of $ 303,926 .

At December 31, 2022 total accounts receivable was $ 6,552,249 with an allowance

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are reported by the investee until the carrying amount is zero.

The earnings or losses are included in other income (expense) in the

accompanying consolidated statements of operations.

The earnings or losses are included in other income in the accompanying

consolidated statements of operations.

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

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finished goods and $ 505,443 was raw materials.

At December 31, 2022, the Company had $ 5,310,473 in inventory, of which $ 1,327,264 was

finished goods and $ 3,983,209 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 $ 2,760,011 and $ 0 related to the change in inventory reserves during

the years ended December 31, 2023 and 2022, respectively.

and Intangible Assets

represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets

acquired in business combinations.

Goodwill and indefinite-lived intangible assets are not amortized, but rather tested for impairment

at least annually on December 31, or more often if and when circumstances indicate that the carrying value may not be recoverable.

intangible assets are amortized over their useful lives.

the years ended December 31, 2023 and 2022, the Company recognized impairment charges related to goodwill of $ 0 and $ 15,388,546 , respectively.

At December 31, 2023, the Company had $ 1,664,725 in inventory, of which $ 700,467 was finished

goods and $ 964,258 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 $ 54,987 and $ 2,760,011 related to the change in inventory reserves during the

years ended December 31, 2024 and 2023, respectively.

Indefinite-lived

intangible assets are not amortized, but rather tested for impairment at least annually on December 31, or more often if and when circumstances

indicate that the carrying value may not be recoverable.

Finite-lived intangible assets are amortized over their useful lives.

assets, such as property and equipment, are stated at cost less accumulated depreciation and amortization.

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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 grant funding revenue of $ 5.8 million during the year ended December 31, 2023.

31, 2023, the Company has also recorded $ 0.3 million 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.

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 grant funding revenue of $ 3.1 million and $ 5.8 million during the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023, respectively, the Company has also recorded $ 0.1 million and $ 0.3 million 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.

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.

revenue primarily consists of payments received from customers prior to the Company fulfilling its performance obligation of providing

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The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing

When an award is forfeited prior to the vesting date, the Company recognizes an adjustment

for the previously recognized expense in the period of the forfeiture.

When an award is forfeited prior to the vesting date, the Company recognizes an adjustment for the previously recognized expense

in the period of the forfeiture.

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 positions, result of operations, or cash flows.

Income (Loss) per Share

net income or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average

number of shares outstanding during each period.

net income or loss per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number

of shares of common stock outstanding during the period increased by common shares that could be issued upon conversion or exercise of

other outstanding securities to the extent those additional common shares would be dilutive.

The dilutive effect of potentially dilutive

securities is reflected in diluted net income or loss per share by application of the treasury stock method.

During periods when the

Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive

securities are anti-dilutive.

Loss per Share

net loss per common share is computed by dividing net loss applicable to common shareholders by the weighted average number of shares

outstanding during each period.

net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common

stock outstanding during the period increased by common shares that could be issued upon conversion or exercise of other outstanding

securities to the extent those additional common shares would be dilutive.

The dilutive effect of potentially dilutive securities is

reflected in diluted net loss per share by application of the treasury stock method.

During periods when the Company is in a net loss

position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive securities are anti-dilutive.

Comprehensive

Income (Loss)

Comprehensive

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31, 2024 and 2023, respectively.

Two customers accounted for approximately 28 % of product revenue for the year ended December 31, 2023

and one customer accounted for approximately 37 % of product revenue for the year ended December 31, 2022.

One granting agency accounted

for 100 % of grant revenue for the year ended December 31, 2023.

customers accounted for more than 10 % of accounts receivable at December 31, 2023 and 2022, respectively.

These customers together accounted

for approximately 97 % and 61 % of accounts receivable at December 31, 2023 and 2022, respectively.

One customer accounted for approximately 31 % of product revenue for the year ended December 31, 2024

and two customers accounted for approximately 27 % of product revenue for the year ended December 31, 2023.

Two granting agencies accounted

for approximately 95 % of grant revenue for the year ended December 31, 2024, and one granting agency accounted for 100 % of grant revenue

for the year ended December 31, 2023.

customers accounted for more than 10 % of accounts receivable at December 31, 2024, and three customers accounted for more than 10 % of

accounts receivable at December 31, 2023.

These customers together accounted for approximately 94 % and 97 % of accounts receivable at

December 31, 2024 and 2023, 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.

The 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):

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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.

The Company does not expect a material impact on its consolidated financial statements

related to ASU 2023-09.

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.

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.

3 – Cash, Cash Equivalents, and Financial Instruments

following table shows the Company’s cash, cash equivalents, and marketable investment securities by significant investment category:

of Cash, Cash Equivalents and Marketable Investment Securities

Schedule of Cash, Cash Equivalents and Marketable Investment Securities

December 31, 2024

Adjusted Cost

Allowance for Credit Losses

Total Unrealized Gains / (Losses)

1 unchanged sentence

Marketable Investment Securities

Money market funds

treasury securities

1 unchanged sentence

Adjusted Cost

Allowance for Credit Losses

Total Unrealized Gains / (Losses)

Cash and Cash Equivalents

Marketable Securities

Marketable Investment Securities

Money market funds

12 unchanged sentences

31, 2023, by level within the fair value hierarchy:

of Fair Value Assets and Liabilities

Schedule of Fair Value Assets and Liabilities

December 31, 2024

16 unchanged sentences

treasury bills and notes as of December 31, 2024 and 2023, respectively.

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

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 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:

of Changes in the Fair Value Measurement

Schedule of Changes in the Fair Value Measurement

Fair value as of December 31, 2023

Change in fair value of contingent consideration issued for business acquisitions

( 1,092,581 )

Fair value as of December 31, 2024

6 unchanged sentences

warrants were valued based on the following inputs:

of Contingent Consideration Common Stock and Warrants

Schedule of Contingent Consideration Common Stock and Warrants

December 31, 2024

8 unchanged sentences

and equipment, net consisted of the following:

of Property and Equipment

Schedule of Property and Equipment

Useful Lives in years

6 unchanged sentences

Fixed assets, net

6 – Goodwill and Intangible Assets

represents the excess of purchase price and related costs over the value assigned to net tangible and identifiable intangible assets

acquired in business combinations.

The following table presents the changes in the carrying amount of goodwill:

Balance as of December 31, 2021

Measurement period adjustments

Goodwill impairment charges

( 15,388,546 )

Balance as of December 31, 2022

Company assesses goodwill for impairment at the reporting unit level on an annual basis, or whenever events or changes in circumstances

occur that indicate that the fair value of a reporting unit is below its carrying amount.

The Company estimates the fair value of its

reporting unit by using forecasts of discounted future cash flows and peer market multiples.

If the fair value is less than the carrying

value, impairment will be recognized in the amount by which the carrying value exceeds the fair value.

The Company performed a qualitative

and quantitative goodwill impairment assessment as of December 31, 2022.

Based on the impairment assessment performed the Company concluded

that it was more likely than not that the fair value of the Company’s reporting unit was less than it’s carrying amount.

Accordingly, the Company recorded an impairment charge to reduce the carrying value of goodwill to $ 0 .

6 – Intangible Assets

assets, net consisted of the following:

5 unchanged sentences

Non-competition agreements

( 1,094,000 )

Total intangible assets

7 unchanged sentences

$ ( 791,333 )

(1) Based on weighted-average

useful life established as of the acquisition date.

expected future annual amortization expense of the Company’s intangible assets held as of December 31, 2023 is as follows:

of Future Amortization Expense

Year Ending December 31,

Amortization Expense

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

7 - Accrued Expenses

4 unchanged sentences

Payroll liabilities

Distributor commissions

Other accrued liabilities

1 unchanged sentence

following table sets forth revenue by geographic area:

of Revenue by Geographic Area

Summary of Revenue by Geographic Area

Years Ended December 31,

12 unchanged sentences

in the Company’s deferred revenue balance for the year ended December 31, 2024 were as follows:

of Deferred Revenue

Schedule of Deferred Revenue

Balance as of December 31, 2022

2 unchanged sentences

Balance as of December 31, 2023

9 – Earnings per Share

following table reconciles the numerator and the denominator used to calculate basic and diluted earnings per share for years ended December

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

Decrease due to reclassification of previously deferred amounts

Balance as of December 31, 2024

9 – Loss per Share

following table reconciles the numerator and the denominator used to calculate basic and diluted loss per share for years ended December

31, 2024 and 2023:

of Basis and Diluted Earnings Per Share

Schedule of Basis and Diluted Earnings Per Share

Years Ended December 31,

4 unchanged sentences

Dilutive effect of stock options, warrants and RSUs

Shares used to compute diluted earnings per share

Basic earnings per share

Diluted earnings per share

computation of diluted earnings per share for the years ended December 31, 2023 and December 31, 2022 also excludes approximately 1.4

million shares of common stock and approximately 465,000 warrants to purchase shares of common stock that are contingent upon the achievement

Shares used to compute diluted loss per share

Basic loss per share

Diluted loss per share

computation of diluted loss per share for the years ended December 31, 2024 and December 31, 2023 also excludes approximately 1.4 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.

3 unchanged sentences

securities as of December 31, 2024, consisting of:

(i) 2,618,362 restricted stock units and (ii) 512,112 options, and potentially dilutive

securities as of December 31, 2022, consisting of:

(i) 1,475,646 restricted stock units and (ii) 532,112 options and warrants, and potentially

dilutive securities as of December 31, 2023, consisting of:

(i) 2,618,362 restricted stock units and (ii) 512,112 options.

5 unchanged sentences

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 4,357,937 at December 31, 2023.

The number of awards available for issuance under the Incentive Plan was 3,061,949 at December

following table summarizes option activity during the years ended December 31, 2024 and 2023:

of Option Activity

Schedule of Option Activity

Number of Options

8 unchanged sentences

Exercisable at December 31, 2024

total intrinsic value of options exercised during the years ended December 31, 2023 and 2022, respectively, was $ 0 and approximately

$ 0.4 million.

The aggregate intrinsic value of outstanding options at December 31, 2023 and 2022 was approximately $ 0.2 million and $ 0.8

million, respectively.

As of December 31, 2023, there were no unvested options and no unrecognized stock-based compensation expense related

were no options exercised during the years ended December 31, 2024 and 2023, respectively.

The aggregate intrinsic value of outstanding

options at December 31, 2024 and 2023 was approximately $ 0 and $ 0.2 million, respectively.

As of December 31, 2024, there were no unvested

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

grant date fair value of RSUs granted is determined using the closing market price of the Company’s common stock on the grant date

2 unchanged sentences

RSUs and related activity for the years ended December 31, 2024 and 2023:

of Outstanding Restricted Stock Units and Related Party

Schedule of Outstanding Restricted Stock Units and Related Party

Number of RSUs

Average Grant Date Fair Value

Weighted Average Grant Date Fair Value

Unvested at December 31, 2022

( 1,354,081 )

Forfeited/Cancelled

10 unchanged sentences

following table summarizes warrant activity during the years ended December 31, 2024 and 2023:

of Warrant Activity

Schedule of Warrant Activity

Number of Warrants

Weighted Average Exercise

Weighted Average Exercise Price

Weighted Average Fair Value

1 unchanged sentence

Outstanding at December 31, 2022

Issued for adjustments to contingent purchase consideration

Forfeited/Cancelled

2 unchanged sentences

Outstanding at December 31, 2024

intrinsic value of warrants exercised during the years ended December 31, 2023 and 2022, respectively, was $ 0 and approximately $ 0.3

The aggregate intrinsic value of outstanding warrants at December 31, 2023 was approximately $ 0 .

were no warrants exercised during the years ended December 31, 2024 and 2023, respectively.

The aggregate intrinsic value of outstanding

warrants at December 31, 2024 was approximately $ 0 .

total number of warrants exercisable at December 31, 2024 is 20,000 .

5 unchanged sentences

Company recognized stock-based compensation expense as follows:

of Recognized Stock-based Compensation Expense

Schedule of Recognized Stock-Based Compensation Expense

Years Ended December 31,

5 unchanged sentences

11 – Income Taxes

components of the provision (benefit) for income taxes consists of the following for the years ended December 31, 2023 and

of Components Income Tax Provision

Year Ended December 31,

components of the provision (benefit) for income taxes consist of the following for the years ended December 31, 2024 and 2023:

of Components of Provision (Benefit) for Income Taxes

Years Ended December 31,

Total current

6 unchanged sentences

( 2,321,886 )

( 4,906,558 )

Total income tax benefit

$ ( 2,777,691 )

Total income tax provision (benefit)

$ ( 2,777,691 )

1 unchanged sentence

is as follows:

of Benefit from Income Taxes and Effective Tax Rates

Year Ended December 31,

of Benefit from Income Taxes and Effective Income Tax Rates

Years Ended December 31,

Federal income tax expense at statutory rate

1 unchanged sentence

Permanent differences:

- Foreign derived intangible income deduction

- Stock based compensation

- Contingent consideration remeasurement

- Goodwill impairment

- Other permanent differences

Research and development credits

Change in tax rate

Change in uncertain tax positions

2 unchanged sentences

deferred tax liabilities consist of the following components as of December 31, 2024 and 2023:

of Deferred Tax Assets and Liabilities

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets:

9 unchanged sentences

( 14,884,382 )

( 6,938,829 )

Total deferred tax assets

10 unchanged sentences

Net deferred tax liability

$ ( 2,417,987 )

Valuation allowances are established when necessary

to reduce deferred tax assets, including temporary differences and net operating loss carryforwards, to the amount expected to be realized

in the future.

FASB guidance indicates that forming a conclusion that a valuation allowance is not needed is difficult when there is

negative evidence such as cumulative losses in recent years.

The Company had cumulative losses from continuing operations for the three-year

period ended December 31, 2024.

The Company considered this negative evidence along with all other available positive and negative evidence

and concluded that, at December 31, 2024, it is more likely than not that the Company’s U.S.

deferred tax assets will not be realized.

As of December 31, 2024, a valuation allowance has been recorded on the Company’s deferred tax assets to recognize only the portion of

the deferred tax asset that is more likely than not to be recognized.

The Company’s total valuation allowance was $ 14.9 million at December

31, 2024 and $ 6.9 million at December 31, 2023.

December 31, 2024, the Company had federal net operating loss carryforwards of $ 37.6 million and federal research and development credit

carryforwards of $ 2.0 million.

At December 31, 2023, the Company had state net operating loss carryforwards of $ 16.9 million and $ 0.8

million of state research and development credit carryforwards.

The net operating losses have an indefinite carryforward period.

If not utilized, the credits will begin

to expire in 2043.

At December 31, 2024, the Company had state net operating loss carryforwards of $ 14.9 million and $ 0.9 million of

state research and development credit carryforwards.

Of the total state net operating losses, approximately $ 10.8 million are attributable

All of the Utah net operating losses are carried forward indefinitely.

The remaining state net operating loss carryforwards

are attributable to various other states and begin to expire in 2044.

If unused, the state research credit carryforward will expire in

2 unchanged sentences

Our unrecognized tax benefit balances included $ 1,200,035

at December 31, 2023 and $ 1,469,577 at December 31, 2022 of tax positions that, if recognized, would impact our effective tax rate.

Company expects no material changes to the liability for unrecognized tax benefits in the next 12 months.

Interest and penalties associated

with uncertain tax positions are recorded as a component of income tax expense.

A reconciliation of the beginning and ending amount of

unrecognized benefits is as follows:

of Unrecognized Tax Benefits

at December 31, 2024 and $ 1,078,431 at December 31, 2023 of tax positions that, if recognized, would reduce the annual effective tax

rate offset by deferred tax assets recorded for uncertain tax positions.

During the next 12 months, the Company anticipates that approximately

$ 508,000 of previously unrecognized tax benefits, inclusive of interest and penalties, will be recognized due to the expiration of the

applicable statutes of limitations.

Interest and penalties associated with uncertain tax positions are recorded as a component of income

A reconciliation of the beginning and ending amount of unrecognized benefits is as follows:

Schedule of Unrecognized Tax Benefits

Unrecognized tax benefits at the beginning of the year

17 unchanged sentences

assets of $ 3,203,146 .

the year ended December 31, 2023, components of lease expense are summarized as follows:

of Lease Expense

December 31, 2023

the years ended December 31, 2024 and 2023, respectively, components of lease expense are summarized as follows:

Schedule of Lease Expense

Operating lease costs

2 unchanged sentences

of December 31, 2024, the maturities of the Company’s lease liabilities are as follows:

of Maturities on Company Lease Liabilities

of Maturities of Lease Liabilities

Total lease payments

4 unchanged sentences

information related to operating leases was as follows:

of Other Information Related to Operating Lease

December 31, 2023

Schedule of Other Information Related to Operating Leases

Year Ended December 31, 2024

Cash paid for operating leases included in operating cash flows

5 unchanged sentences

are expensed as incurred.

Company is a defendant in two class action claims and three derivative actions claiming that the Company promulgated false and misleading

Company is a defendant in two class action claims and four 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.

1 unchanged sentence

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 two civil actions, one in the US and the other in the United Kingdom.

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

18 unchanged sentences

issued but not outstanding.

The following table shows the changes in treasury stock for the periods presented:

of Treasury Stock

December 31, 2023

Balance, beginning of period

Repurchases of common stock

Balance, end of period

Note 14 – Related Party Transactions

The Company employs one person who is related to

current or former executive officers.

Seth Egan is the Company’s Director of Sales and Marketing, and is the son of Dwight

Egan, the Company’s President and Chief Executive Officer and Chairman of the Board.

During the year ended December 31, 2023,

the total compensation paid to this person, including salaries, bonuses, and the grant date fair value of equity awards which vest

years , was $ 0.6

The Company also uses the services of Winston Egan as an independent contractor for sales operations consulting.

Winston Egan is also the son of Dwight Egan, the Company’s President and Chief Executive Officer and Chairman of the Board.

During the year ended December 31, 2023, the total compensation paid to this contractor, comprised of consulting fees, was $ 0.1

In August 2023, the Company entered into a

services agreement with CoSara, the Company’s equity method investment, under which CoSara provides certain research and

development consulting and support services.

During the year ended December 31, 2023, the Company recognized $ 0.2 million

of expense related to this agreement.

There were no shares repurchased under this program during the year ended December 31, 2024.

14 – At-the-Market Agreement

have entered into an Equity Distribution Agreement (the “ATM Agreement”) with Piper Sandler & Co.

(“Piper Sandler”),

pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $ 17,111,650 from time

to time through Piper Sandler acting as our agent, under our prospectus supplement dated October 18, 2024.

As of December 31, 2024, we

have sold 314,707 shares of common stock under the ATM Agreement resulting in net proceeds to the Company of $ 0.2 million, of which $ 0.1 million was recorded in other current assets as of December

31, 2024 and subsequently collected in January 2025.

As of December

31, 2024, the Company has up to $ 16.9 million remaining in aggregate gross proceeds that can be issued through the ATM Agreement.

15 – Related Party Transactions

Company employs two employees who are related to current or former executive officers.

Seth Egan, the Company’s Chief Commercialization

Officer, and Winston Egan, the Company’s Director of Customer Experience, are each sons of Dwight Egan, the Company’s President

and Chief Executive Officer and Chairman of the Board.

During the year ended December 31, 2024, total compensation paid to Seth Egan,

including salaries, bonuses, and the grant date fair value of equity awards which vest over three years , was $ 0.4 million, and total

compensation paid to Winston Egan, including consulting fees, salaries, and bonuses, was $ 0.1 million.

Prior to the acquisition

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

At the time of the acquisition, Mr.

Abbott was an indirect shareholder of Advanced Conceptions, Inc.

through his fifty percent

(50%) ownership interest in Whiteknob LLC.

Whiteknob LLC owned 71.61% of Advanced Conceptions at the time of the acquisition.

of the acquisition agreement between the Company and Advanced Conceptions include the opportunity for Whiteknob LLC to earn an additional

507,386 common shares and an additional 166,503 common stock purchase warrants of Co-Diagnostics upon the achievement of certain milestones.

Should those milestone events be achieved Mr.

Abbott would have a fifty percent (50%) interest in the common shares and common stock

purchase warrants.

August 2023, the Company entered into a services agreement with CoSara, the Company’s equity method investment, under which CoSara

provides certain research and development consulting and support services.

During the years ended December 31, 2024 and 2023, respectively,

the Company recognized $ 0.6 million and $ 0.2 million of expense related to this agreement.

16 – Subsequent Events

January 10, 2025, the Company received a notice from the Listing Qualifications Department of The NASDAQ Stock Market (the “Staff”)

stating that the bid price of our common stock for the previous 30 consecutive trading days had closed below the minimum $1.00 per share

required for continued listing on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2).

The Company has a period of 180 calendar

days, or until July 9, 2025 (the “Compliance Date”) to regain compliance with Listing Rule 5550(a)(2).

To regain compliance,

the bid price of the Company’s common stock must close at $1 or more for a minimum of ten consecutive business days before the

Compliance Date.

the Company does not regain compliance with Rule 5550(a)(2) by July 9, 2025, the Company may be eligible for additional time.

the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial

listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice

of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.

Company meets these requirements, the Staff will inform the Company that it has been granted an additional 180 calendar days.

if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the

Staff will provide notice that its securities will be subject to delisting.

We intend to actively monitor our bid price and will consider

available options to resolve the deficiency and regain compliance with the Nasdaq Listing Rules.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data