Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 9, 2024

CO-DIAGNOSTICS, INC.

(Exact name of small business issuer as specified in its charter)

Utah	1-38148	46-2609363
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification Number)

2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109

(Address of principal executive offices)

(801) 438-1036

(Issuer’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CODX		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 9, 2024, Co-Diagnostics, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended March 31, 2024. The full text of the press release, which includes information regarding the Company’s use of a non-GAAP financial measure, is furnished as Exhibit 99.1 to this Form 8-K.

The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD. Disclosure.

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.:		Description:
99.1		Press Release, dated May 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	CO-DIAGNOSTICS, INC.

Date: May 9, 2024	By:	/s/ Brian Brown
	Name:	Brian Brown
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 99.1

Co-Diagnostics, Inc. Reports First Quarter 2024 Financial Results

SALT LAKE CITY, May 9, 2024— Co-Diagnostics, Inc. (NASDAQ: CODX) (“Co-Dx,” or the “Company”), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, today announced financial results for the quarter ended March 31, 2024.

First Quarter 2024 Financial Results:

	●	Revenue of $0.5 million, down from $0.6 million during the prior year. Grant revenue totaled $0.2 million while product revenue totaled $0.3 million
	●	Operating expenses of $10.5 million increased by 4.4% from the prior year due to an increase in research and development costs incurred for the development of tests currently in our pipeline
	●	Operating loss of $10.3 million compared to operating loss of $10.0 million in Q1 2023
	●	Net loss of $9.3 million, compared to net loss of $5.8 million in the prior year, representing a loss of $0.31 per fully diluted share, compared to a loss of $0.20 per fully diluted share in the prior year
	●	Adjusted EBITDA loss of $8.4 million compared to $7.2 million in Q1 2023
	●	Cash, cash equivalents, and marketable securities of $50.0 million as of March 31, 2024

First Quarter and Recent 2024 Business Highlights:

	●	Appointed Richard Abbott as President of Co-Diagnostics. Also appointed David Nielsen as Chief Operations Officer (COO), Christopher Thurston as Chief Technology Officer (CTO), and Seth Egan as Chief Commercialization Officer (CCO)
	●	Inaugurated a new manufacturing facility in South Salt Lake to manufacture our patented Co-Primers® oligonucleotides, the Co-Dx™ PCR Pro™ instrument, and test cups for the new Co-Dx PCR platform
	●	Delivered a keynote address at the 5^th Annual MarketsandMarkets conference in London, which included an update of continued expansion of the CoSara manufacturing facility in India to enable greater capacity for in-house manufacturing of reagents, equipment and consumables, along with the ability to manufacture Co-Primers

“We are extremely encouraged by our first quarter progress and believe that we are well positioned to meet our 2024 goals,” said Dwight Egan, Co-Diagnostics’ Chief Executive Officer. “Co-Diagnostics was pleased to announce the opening of our new manufacturing facility in Salt Lake and continued facility expansion in India, which will soon enable in-house Co-Primers, instrument, and test manufacturing at a low cost. We remain committed to delivering a 510(k) submission to the FDA for our new instrument and COVID-19 test kit in the near future and driving development of our TB, multiplex respiratory, and HPV tests throughout the remainder of the year.”

“This is an exciting time for Co-Diagnostics and we truly believe in the disruptive and unique nature of our new platform. We look forward to beginning clinical evaluations for our multiplex test later this year and plan to provide updates on our new platform and pipeline progress as they come,” said Brian Brown, Co-Diagnostics’ Chief Financial Officer.

Conference Call and Webcast

Co-Diagnostics will host a conference call and webcast at 4:30 p.m. EDT today to discuss its financial results with analysts and institutional investors. The conference call and webcast will be available via:

Webcast: ir.co-dx.com on the Events & Webcasts page

Conference Call: 844-481-2661 (domestic) or 412-317-0652 (international)

The call will be recorded and later made available on the Company’s website: https://co-dx.com.

*The Co-Dx PCR platform (including the PCR Home™, PCR Pro™, mobile app, and all associated tests) is subject to review by the FDA and/or other regulatory bodies and is not yet available for sale. The Co-Dx PCR Pro instrument and Co-Dx COVID-19 Test are currently under review by the FDA.

About Co-Diagnostics, Inc.:

Co-Diagnostics, Inc., a Utah corporation, 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 at-home and point-of-care platform and to locate genetic markers for use in applications other than infectious disease.

Non-GAAP Financial Measures:

This press release contains adjusted EBITDA, which is a non-GAAP measure defined as net income excluding depreciation, amortization, income tax (benefit) expense, net interest (income) expense, realized gains on investments, and stock-based compensation. The Company believes that adjusted EBITDA provides useful information to management and investors relating to its results of operations. The Company’s management uses this non-GAAP measure to compare the Company’s performance to that of prior periods for trend analyses, and for budgeting and planning purposes. The Company believes that the use of adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other companies, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making.

Management does not consider the non-GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of the non-GAAP financial measure is that it excludes significant expenses that are required by GAAP to be recorded in the Company’s financial statements. In order to compensate for these limitations, management presents the non-GAAP financial measure together with GAAP results. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. A reconciliation table of the net income, the most comparable GAAP financial measure to adjusted EBITDA, is included at the end of this release. The Company urges investors to review the reconciliation and not to rely on any single financial measure to evaluate the company’s business.

Forward-Looking Statements:

This press release contains forward-looking statements. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. Forward-looking statements in this release include statements that our expansion in India will soon enable in-house manufacturing at a low cost, our commitment to deliver a 510(k) submission to the FDA for our new instrument and COVID-19 test kit in the near future, and our plan to begin clinical evaluations for our multiplex test later this year . Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances. Actual results may differ materially from those contemplated or anticipated by such forward-looking statements. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. There can be no assurance that any of the anticipated results will occur on a timely basis or at all due to certain risks and uncertainties, a discussion of which can be found in our Risk Factors disclosure in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 14, 2024, and in our other filings with the SEC. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

Investor Relations Contact:

Andrew Benson

Head of Investor Relations

+1 801-438-1036

investors@codiagnostics.com

CO-DIAGNOSTICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2024			December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	23,099,251		$	14,916,878
Marketable investment securities		26,864,435			43,631,510
Accounts receivable, net		434,868			303,926
Inventory, net		1,549,812			1,664,725
Income taxes receivable		-			26,955
Prepaid expenses and other current assets		1,750,467			1,597,114
Total current assets		53,698,833			62,141,108
Property and equipment, net		3,183,116			3,035,729
Operating lease right-of-use asset		2,758,757			2,966,774
Intangible assets, net		26,328,000			26,403,667
Investment in joint venture		702,427			773,382
Total assets	$	86,671,133		$	95,320,660
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	2,027,607		$	1,482,109
Accrued expenses		1,324,779			2,172,959
Operating lease liability, current		859,912			838,387
Contingent consideration liabilities, current		750,877			891,666
Deferred revenue		306,477			362,449
Total current liabilities		5,269,652			5,747,570
Long-term liabilities
Income taxes payable		679,018			659,186
Operating lease liability		1,931,164			2,152,180
Contingent consideration liabilities		438,638			748,109
Total long-term liabilities		3,048,820			3,559,475
Total liabilities		8,318,472			9,307,045
Commitments and contingencies (Note 10)
Stockholders’ equity
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized; 36,127,096 shares issued and 31,278,418 shares outstanding as of March 31, 2024 and 36,108,346 shares issued and 31,259,668 shares outstanding as of December 31, 2023		36,127			36,108
Treasury stock, at cost; 4,848,678 shares held as of March 31, 2024 and December 31, 2023, respectively		(15,575,795	)		(15,575,795	)
Additional paid-in capital		98,379,651			96,808,436
Accumulated other comprehensive income		226,555			146,700
Accumulated earnings (deficit)		(4,713,877	)		4,598,166
Total stockholders’ equity		78,352,661			86,013,615
Total liabilities and stockholders’ equity	$	86,671,133		$	95,320,660

CO-DIAGNOSTICS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended March 31,
	2024			2023
Product revenue	$	252,745		$	601,957
Grant revenue		215,109			-
Total revenue		467,854			601,957
Cost of revenue		234,505			502,241
Gross profit		233,349			99,716
Operating expenses
Sales and marketing		1,563,682			1,706,331
General and administrative		2,918,803			3,013,965
Research and development		5,679,678			5,014,060
Depreciation and amortization		330,573			316,010
Total operating expenses		10,492,736			10,050,366
Loss from operations		(10,259,387	)		(9,950,650	)
Other income, net
Interest income		362,733			202,372
Realized gain on investments		228,070			418,082
Gain on remeasurement of acquisition contingencies		450,260			1,037,672
Gain (loss) on equity method investment in joint venture		(70,955	)		277,322
Total other income, net		970,108			1,935,448
Loss before income taxes		(9,289,279	)		(8,015,202	)
Income tax provision (benefit)		22,764			(2,259,811	)
Net loss	$	(9,312,043	)	$	(5,755,391	)
Other comprehensive loss
Change in net unrealized gains on marketable securities, net of tax		79,855			178,621
Total other comprehensive income	$	79,855		$	178,621
Comprehensive loss	$	(9,232,188	)	$	(5,576,770	)

Loss per common share:
Basic and diluted	$	(0.31	)	$	(0.20	)
Weighted average shares outstanding:
Basic and diluted		29,842,874			29,483,540

CO-DIAGNOSTICS, INC. AND SUBSIDIARIES

GAAP AND NON-GAAP MEASURES

(Unaudited)

Reconciliation of net loss to adjusted EBITDA:

	Three Months Ended March 31,
	2024			2023
Net loss	$	(9,312,043	)	$	(5,755,391	)
Interest income		(362,733	)		(202,372	)
Realized gain on investments		(228,070	)		(418,082	)
Depreciation and amortization		330,573			316,010
Change in fair value of contingent consideration		(450,260	)		(1,037,672	)
Stock-based compensation expense		1,571,234			2,168,742
Income tax provision (benefit)		22,764			(2,259,811	)
Adjusted EBITDA	$	(8,428,535	)	$	(7,188,576	)

Cover	May 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 09, 2024
Entity File Number	1-38148
Entity Registrant Name	CO-DIAGNOSTICS, INC
Entity Central Index Key	0001692415
Entity Tax Identification Number	46-2609363
Entity Incorporation, State or Country Code	UT
Entity Address, Address Line One	2401 S. Foothill Drive
Entity Address, Address Line Two	Suite D
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84109
City Area Code	(801)
Local Phone Number	438-1036
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	CODX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false