What changed in this filing

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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-14 · 167 added, 138 removed, 599 unchanged (34% of the section changed)

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Based on the evaluation, management has concluded that our disclosure controls

and procedures are effective as of December 31, 2023 to provide reasonable assurance regarding the reliability of

our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

accepted accounting principles.

and procedures are effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of our financial reporting

and the preparation of our financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting

in Internal Control Over Financial Reporting

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OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors

or officers adopted or terminated a “Rule 10-b5-1 trading arrangement” or “non-Rule 10-b5-1 trading arrangement”

as each term is identified in Item 408 of Regulation S-K.

the three months ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10-b5-1 trading arrangement”

or “non-Rule 10-b5-1 trading arrangement” as each term is identified in Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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following is a brief summary of the background of each of our executive officers.

Egan serves as our President and Chief Executive Officer and has been an officer and director of the Company since April 2013.

Egan has been engaged in private investment business from February 1999 to the present.

He was a senior executive at Data Broadcasting

Corporation, a leading provider of wireless, real-time financial market data, news and sophisticated fixed- income portfolio analytics

to 27,000 individual and professional investors from 1995 to 1999.

He co-founded and served as CEO and Chairman of the Board of Broadcast

International, Inc.

from 1984 to 1995, when Data Broadcasting Corporation acquired Broadcast International and created CBS MarketWatch ,

a leading financial news site and participated in its initial public offering.

Egan’s prior experience in executive leadership

positions with public companies and working with capital markets qualifies him to serve as our Chairman, President and Chief Executive

Egan serves as our Chief Executive Officer and has been an officer and director of the Company since April 2013.

Egan has been

engaged in private investment business from February 1999 to the present.

He was a senior executive at Data Broadcasting Corporation,

a leading provider of wireless, real-time financial market data, news and sophisticated fixed- income portfolio analytics to 27,000 individual

and professional investors from 1995 to 1999.

He co-founded and served as CEO and Chairman of the Board of Broadcast International, Inc.

from 1984 to 1995, when Data Broadcasting Corporation acquired Broadcast International and created CBS MarketWatch , a leading

financial news site and participated in its initial public offering.

Egan’s prior experience in executive leadership positions

with public companies and working with capital markets qualifies him to serve as our Chairman Chief Executive Officer.

Brown became our Chief Financial Officer in February 2021.

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Brown is a licensed CPA in Utah.

Abbott has served as President of Co-Diagnostics since March 2024.

Prior to being appointed as President, from January 2021 to March

Abbott served as President of Advanced Conceptions, Inc., a privately held medical device company focused on the design of

automated instruments that solve challenging cross-disciplinary problems.

Advanced Conceptions is a wholly owned subsidiary of Co-Diagnostics,

From September 2018 to January 2021, Mr.

Abbott was a partner in SaltRidge, LLC through which he provided management services to

Advanced Conceptions and other consulting services.

From August 2017 to August 2018, he served as the Chief Technology Officer for privately

held Vilicus, a cloud centered network provider of IoT devices for indoor agriculture.

From October 2016 to July 2017, Mr.

Abbott served

as the Chief Technology Officer for Fenome, a private company focused on the manipulation of phenotypic expression of indoor agriculture

crops via environmental control during growth and fruiting.

Abbott holds a Master of Business Administration from The Wharton School

and a Master of Science, Mechanical Engineering and a Bachelors Mechanical Engineering from Brigham Young University.

following is a brief summary of the background of each of our directors:

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a Swiss-based holding, management consulting and strategy advisory company specialized in healthcare.

For the last 7 years he has been working with family offices on direct investments

and philanthropy focused on life sciences.

He serves on the advisory board of several private companies in the biotech and MedTech sectors.

After an initial career in proprietary research and trading at Salomon Brothers and Credit Suisse in London, he co-founded Orion Investment

Management in Bermuda specializing in quantitative asset and liability management for institutions and private clients.

He subsequently

sold it to Capital G Bank and co-headed their asset management.

Durenard spent several years establishing personal connections with

representatives of 40+ clusters of life science innovation, families operating healthcare businesses and industry leaders globally.

regularly visits labs and incubators, meets with leading scientists and innovators in order to keep abreast of current trends and developments.

His advice is based on a thorough analysis that combines in-depth knowledge of science, competitive forces and financial expertise.

has published several articles in asset-liability management industry magazines as well as the book “Professional Automated Trading

— Theory and Practice” (Wiley 2013).

He has a PhD in Mathematics from Harvard University.

Durenard brings a thorough

multi-asset class investment and entrepreneurial experience spanning 25 years to the Company’s board of directors.

Nelson has been a member of our board of directors

since June 2019.

Nelson is the retired Chairman and CEO of Sunworks, Inc., a NASDAQ traded

commercial, agriculture, and residential solar Integrator which he helped found in October 2010.

Nelson spent most of his career

working in private equity as a general partner with Peterson Partners and with Millennial Capital Partners.

In addition to his investment

and financial responsibilities, he served as CEO of two of his firms’ portfolio companies.

Prior to his years in private equity,

Nelson served as Vice President of Marketing at Banana Republic, where he managed company-wide marketing, as well as the company’s

international expansion initiative.

For the last 7 years he has been

working with family offices on direct investments and philanthropy focused on life sciences.

He serves on the advisory board of several

private companies in the biotech and MedTech sectors.

After an initial career in proprietary research and trading at Salomon Brothers

and Credit Suisse in London, he co-founded Orion Investment Management in Bermuda specializing in quantitative asset and liability management

for institutions and private clients.

He subsequently sold it to Capital G Bank and co-headed their asset management.

Durenard spent

several years establishing personal connections with representatives of 40+ clusters of life science innovation, families operating healthcare

businesses and industry leaders globally.

He regularly visits labs and incubators, meets with leading scientists and innovators in order

to keep abreast of current trends and developments.

His advice is based on a thorough analysis that combines in-depth knowledge of science,

competitive forces and financial expertise.

He has published several articles in asset-liability management industry magazines as well

as the book “Professional Automated Trading — Theory and Practice” (Wiley 2013).

He has a PhD in Mathematics from Harvard

Durenard brings a thorough multi-asset class investment and entrepreneurial experience spanning 25 years to the Company’s

board of directors.

We believe that Mr.

Durenard’s knowledge of accounting and finance and his extensive experience in the life

science industry greatly benefits the Board.

Nelson has been a member of our board of directors since June 2019.

Nelson is the retired Chairman and CEO of Sunworks, Inc.,

a NASDAQ traded commercial, agriculture, and residential solar Integrator which he helped found in October 2010.

Nelson spent most

of his career working in private equity as a general partner with Peterson Partners and with Millennial Capital Partners.

to his investment and financial responsibilities, he served as CEO of two of his firms’ portfolio companies.

Prior to his years

in private equity, Mr.

Nelson served as Vice President of Marketing at Banana Republic, where he managed company-wide marketing, as well

as the company’s international expansion initiative.

He was also general manager for Banana Republic’s catalog division.

He was Vice President of

Marketing and Corporate Development at Saga Corporation, a multi-billion-dollar food service company.

Nelson began his executive

career over 35 years ago at Bain and Company, a business strategy consulting firm, where he managed teams of consultants on four continents.

Nelson received his MBA from Brigham Young University, where he graduated summa cum laude and was named the Outstanding Master of

Business Administration Graduate.

Nelson’s advice to the board of directors from his experiences as a chief executive officer

and strategic advisor is useful to the board of directors.

He was Vice President of Marketing and Corporate Development at Saga Corporation, a multi-billion-dollar food service company.

began his executive career over 35 years ago at Bain and Company, a business strategy consulting firm, where he managed teams of consultants

on four continents.

Nelson received his MBA from Brigham Young University, where he graduated summa cum laude and was named the Outstanding

Master of Business Administration Graduate.

Nelson’s advice to the board of directors from his experiences as a chief executive

officer, strategic advisor and knowledge of capital markets greatly benefits our Board of Directors.

Serbin has been a member of our board of directors since May 2017.

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in the healthcare industry.

He was the President of Corporate Development and In-House Legal Counsel at Life Science Institute, LLC,

from June 1, 2013 to July 15, 2014.

He was appointed to the Advisory Board of Cure Pharmaceutical in January 2017 and has been a Member

of Advisory Board at Prime Access, Inc.

since September 2015.

Serbin has been a Director at Rapid Nutrition Plc since November 18,

Since January 2024, he has served as Chairman of the Board of Directors of Platform Pharmaceuticals.

the President of Corporate Development and In-House Legal Counsel at Life Science Institute, LLC, from June 1, 2013 to July 15, 2014.

He served as Director at Viropro Inc.

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Serbin’s experience in business, law and medicine

and knowledge gained as an advisor to the healthcare industry is critical to our board of directors as we continue to commercialize our

and knowledge gained as an advisor to the healthcare industry greatly benefits our Board of Directors, and is critical to our board of

directors as we continue to commercialize our products.

Murphy has been a member of our board of directors since June 2019.

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Murphy serves on the board of

directors of several Canadian publicly reporting companies that have interests in various industries.

He has been a Director at Empire

Minerals Corporation Inc.

since January 2016, at Digicrypts Blockchain Solutions Inc.

from June 2011 to November 2022, at Lakefield Marketing

Corporation since February 2018, CEO/CFO and Director of Credo Resources Inc.

since September 2019, at the Mosport Park Entertainment

Corporation since April 30, 1997, at Essex Oil Ltd.

Since July 2021, and at Darkhorse Technologies Ltd.

directors of several Canadian and American publicly reporting companies that have interests in various industries.

He has been a Director

at Empire Minerals Corporation Inc.

since January 2016, at the Mosport Park Entertainment Corporation from April 30, 1997 until it became

Digicrypts Blockchain Solutions Inc.

in June 2011 until he resigned in November 2022, at Lakefield Marketing Corporation since February

2018, CEO/CFO and Director of Credo Resources Inc.

since September 2019, and at Essex Oil Ltd.

since July 2021, and at Darkhorse Technologies

since November 2021.

as a Director at Aurquest Resources from May 2003 to December 2017.

Murphy’s experience in the capital markets outside the

United States and his involvement in investment analysis is a benefit to the board of directors.

He served as a Director at Aurquest Resources from May 2003 to December 2017.

He has also served as Director

at E Ventures Inc.

since April 2023.

Murphy’s experience in the capital markets and his involvement in investment analysis

greatly benefits our Board of Directors.

Egan – See narrative description above.

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the criteria set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules.

The board met nine times during the year ended December 31, 2023.

The board met seven times during the year ended December 31, 2024.

All directors attended more than seventy-five percent (75%) of the meetings of the board and committee meetings of which such director

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to the board the Corporate Governance Guidelines of the Company and oversee compliance therewith.

A current copy of the Corporate Governance committee charter is available

to shareholders on our website at www.codiagnostics.com.

Our board has determined all directors serving on the Corporate Governance committee

are “independent” under the definition of independence in the Marketplace Rules of the NASDAQ listing standards.

The Corporate

Governance Committee did not meet as a separate committee in 2023, but rather, because the committee is comprised of all four independent

directors, committee matters were addressed as necessary in meetings of the board the year ended December 31, 2023.

A current copy of the Corporate Governance

committee charter is available to shareholders on our website at www.codiagnostics.com.

Our board has determined all directors serving

on the Corporate Governance committee are “independent” under the definition of independence in the Marketplace Rules of

the NASDAQ listing standards.

The Corporate Governance Committee did not meet as a separate committee in 2024, but rather, because the

committee is comprised of all four independent directors, committee matters were addressed as necessary in meetings of the board the

year ended December 31, 2024.

Nominating Committee was split from the Corporate Governance Committee in 2022 and currently includes Messrs.

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A copy of the code of ethics is included on our website at www.codiagnostics.com .

Trading Policy

have adopted an insider trading policy containing procedures governing the purchase, sale, and/or other dispositions of tour securities

by directors, officers and employees, and the company, that are reasonably designed to promote compliance with insider trading laws,

rules and regulations, and NASDAQ listing standards applicable to the Company.

Relationships

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Brian Brown Chief Financial Officer and Secretary

Richard Abbott President

for the year ended December 31, 2023 include accrued bonus payments of $20,750 to Mr.

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Option Awards

Number of Securities

Underlying Unexercised

Number of Securities Underlying Unexercised Options (#)

Option Exercise

Option Expiration

Number of Shares or Units of Stock That Have Not Vested

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Unexercisable

Richard Abbott

Based on $0.75 per share, which was the closing price of our common stock on December 31, 2024.

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months thereafter.

Consists of restricted stock units granted on 7/25/22, which vest in 6 installments commencing six months after the achievement of certain

specified milestones and continuing every six months thereafter.

Payments Upon Termination or Change of Control

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non-employee directors receive cash compensation of $100,000 per year, paid quarterly.

In 2022, they also received 70,000 RSU’s

vesting 1/6 th equally in May 2023, 2024, and 2025 and November 2023, 2024 and 2025.

In 2023, they also received 40,000 RSU’s

vesting 1/6 th equally in November 2022, 2023, and 2024 and May 2023, 2024, and 2025, as well as 70,000 RSU’s vesting

1/6 th equally in November 2023, 2024 and 2025 and May 2024, 2025 and 2026.

In addition, non-employee directors may be entitled

to receive special awards of stock options or RSUs from time to time as determined by the board.

The chairman of the board and the chairperson

of each of the audit, corporate governance, nomination, and compensation committees receive no additional fees for serving in such capacities.

In 2023, they received 40,000 RSU’s vesting

1/6 th equally in November 2022, 2023, and 2024 and May 2023, 2024, and 2025, as well as 70,000 RSU’s vesting 1/6 th

equally in November 2023, 2024 and 2025 and May 2024, 2025 and 2026.

In 2024, they also received 110,000 RSU’s vesting 1/6 th

equally in November 2024, 2025, and 2026 and May 2025, 2026, and 2027.

In addition, non-employee directors may be entitled to receive

special awards of stock options or RSUs from time to time as determined by the board.

The chairman of the board and the chairperson of

each of the audit, corporate governance, nomination, and compensation committees receive no additional fees for serving in such capacities.

There is no additional compensation for meeting attendance.

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Dwight Egan (2)

Richard Abbott

Edward Murphy (3)

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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.

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 over three years, was $648,201.

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 $120,000.

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.

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

as President of Advanced Conception.

At the time of the acquisition, Mr.

Abbott was an indirect shareholder of Advanced Conceptions,

through his fifty percent (50%) ownership interest in Whiteknob LLC.

Whiteknob LLC owned 71.61% of Advanced Conceptions at the time

of the acquisition.

The terms 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.

for Review of Related Party Transactions

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

aggregate fees and expenses for professional services rendered by our principal accounting firm, Tanner LLC for 2023 and Haynie &

Company for 2022, are separately presented and are as follows:

aggregate fees and expenses for professional services rendered by our principal accounting firm, Tanner LLC, for the years ended December

31, 2024 and 2023, respectively, are as follows:

Years Ended December 31,

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review of our quarterly consolidated financial statements and our offerings.

Other consulting fees relate to fees for products

and services other than the services reported above and consist of federal and state research tax credit consulting services (at a fixed

consulting fees relate to fees for products and services other than the services reported above and consist of federal and state research

tax credit consulting services (at a fixed fee).

audit committee has adopted a policy that requires advance approval of all services performed by the independent auditor when fees are

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herein from Form or Schedule

and Plan of Merger by and between Co-Diagnostics, Inc, IDMO Acquisition Corp., Idaho Molecular Inc., and Company Representative dated

as of December 21, 2021.

Agreement and Plan of Merger by and between Co-Diagnostics, Inc, IDMO Acquisition Corp., Idaho Molecular Inc., and Company Representative dated as of December 21, 2021.

8-K (Exhibit 2.1)

to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative

Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative

8-K (Exhibit 2.2)

and Plan of Merger by and between Co-Diagnostics, Inc, ACI Acquisition Corp., Advanced Conceptions, Inc., and Company Representative

dated as of December 21, 2021

Agreement and Plan of Merger by and between Co-Diagnostics, Inc, ACI Acquisition Corp., Advanced Conceptions, Inc., and Company Representative dated as of December 21, 2021

8-K (Exhibit 2.2)

to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative

Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative

8-K (Exhibit 2.1)

of Incorporation

Articles of Incorporation

Registration Statement (Exhibit 3.1)

to the Articles of Incorporation

Amendment to the Articles of Incorporation

Registration Statement (Exhibit 3.1.1)

of Amendment to Articles of Incorporation

Articles of Amendment to Articles of Incorporation

8-K (Exhibit 3.2)

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10-K (Exhibit 3.1.3)

and Restated Bylaws of Co-Diagnostics, Inc.

8-K (Exhibit 3.1)

Amended and Restated Bylaws of Co-Diagnostics, Inc.

Description of Registrant’s securities

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Statement (Exhibit 4.1)

Agreement between Co-Diagnostics, Inc.

Exclusive Agreement between Co-Diagnostics, Inc.

and DNA Logix, Inc., dated April 18, 2014

Registration Statement (Exhibit 10.2)

Co-Diagnostics,

Co-Diagnostics, Inc.

Amended and Restated 2015 Long Term Incentive Plan

of Indemnification Agreement

Form of Indemnification Agreement

S-1/A (Exhibit 10.13.8)

Shareholders’

Agreement between Co-Diagnostics and Synbiotics Limited, dated January 27, 2017

Shareholders’ Agreement between Co-Diagnostics and Synbiotics Limited, dated January 27, 2017

S-1 (Exhibit 10.16)

Exclusive License Agreement between Co-Diagnostics, Brent Satterfield, and DNA Logix, Inc., dated January 1, 2017

Amended Exclusive License Agreement between Co-Diagnostics, Brent Satterfield, and DNA Logix, Inc., dated January 1, 2017

S-1 (Exhibit 10.17)

Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC.

Warrant Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC.

Dated December 31, 2021 (ACI Warrant)

10-K (Exhibit 10.6)

Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC.

Warrant Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC.

Dated December 31, 2021 (IDMO Warrant)

10-K (Exhibit 10.7)

of Securities Purchase Agreement, dated February 27, 2020

8-K (Exhibit 10.1)

Agreement 2401 Foothill Drive

Lease Agreement 2401 Foothill Drive

10-K (Exhibit 10.9)

Amendment #1 to Lease

10-K (Exhibit 10.9.1)

Amendment #2 to Lease

10-K (Exhibit 10.9.2)

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8-K (Exhibit 10.1)

Lease Agreement, dated June 1, 2023, between Ozone Biotech, LLC and Co-Diagnostics, Inc.

Commercial Lease Agreement, dated June 1, 2023, between Ozone Biotech, LLC and Co-Diagnostics, Inc.

10-Q (Exhibit 10.1)

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10-Q (Exhibit 10.1)

Common Stock Purchase Warrant issued to Coltrin & Associates dated October 31, 2019

Statement (Exhibit 4.9)

Common Stock Purchase Warrant issued to Coltrin & Associates dated February 6, 2020

Statement (Exhibit 4.10)

Common Stock Purchase Warrant issued to Coltrin & Associates dated February 6, 2020

Statement (Exhibit 4.11)

Amendment dated July 31, 2020 to Common Stock Purchase Warrant issued to Coltrin & Associates dated October 31, 2019

Statement (Exhibit 4.12)

of Ethics for Senior Financial Officers

Code of Ethics for Senior Financial Officers

10-K (Exhibit 14.1)

Insider trading policies and procedures

Subsidiaries of Registrant

Consent of Tanner LLC

Consent of Haynie & Company

Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

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Clawback Policy

10-K (Exhibit 97)

XBRL Taxonomy Extension Schema Document (A)

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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 9A. Controls and Procedures