UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 001-38148

CO-DIAGNOSTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Utah

46-2609396

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

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

(Address of principal executive offices and zip code)

(801) 438-1036

(Registrant’s telephone number, including area code)

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		CODX		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of August 11, 2026, there were 6,252,319 shares of common stock, par value $0.001 per share, outstanding.

CO-DIAGNOSTICS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION:

Item 1.	Financial Statements (unaudited):	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss	4

	Condensed Consolidated Statements of Cash Flows	5

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II OTHER INFORMATION:

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

	Signatures	28

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CO – DIAGNOSTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2026			December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	3,649,632		$	11,884,607
Accounts receivable, net		52,059			190,375
Inventory, net		841,669			992,397
Income taxes receivable		425			44,559
Prepaid expenses and other current assets		648,673			581,527
Total current assets		5,192,458			13,693,465
Property and equipment, net		1,975,111			2,272,098
Operating lease right-of-use asset		1,769,011			1,207,453
Intangible assets, net		7,219,000			7,219,000
Investment in joint ventures		435,051			350,569
Total assets	$	16,590,631		$	24,742,585
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	1,078,380		$	1,878,225
Accrued expenses		899,183			865,301
Operating lease liability, current		784,261			662,258
Contingent consideration liabilities, current		72,927			119,036
Deferred revenue		28,644			14,800
Total current liabilities		2,863,395			3,539,620
Long-term liabilities
Operating lease liability		1,014,887			574,301
Total long-term liabilities		1,014,887			574,301
Total liabilities		3,878,282			4,113,921
Commitments and contingencies (Note 11)		-
Stockholders’ equity
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.001 par value; 100,000,000 shares authorized; 5,040,580 shares issued and 4,878,957 shares outstanding as of June 30, 2026 and 2,256,654 shares issued and 2,095,031 shares outstanding as of December 31, 2025		70,484			67,700
Treasury stock, at cost; 161,623 shares held as of June 30, 2026 and December 31, 2025, respectively		(15,575,795	)		(15,575,795	)
Additional paid-in capital		124,015,023			116,510,298
Accumulated deficit		(95,797,363	)		(80,373,539	)
Total stockholders’ equity		12,712,349			20,628,664
Total liabilities and stockholders’ equity	$	16,590,631		$	24,742,585

See accompanying notes to unaudited condensed consolidated financial statements

CO – DIAGNOSTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Product revenue	$	166,131		$	162,910		$	312,084		$	213,187
Total revenue		166,131			162,910			312,084			213,187
Cost of revenue		45,303			32,106			239,071			53,696
Gross profit		120,828			130,804			73,013			159,491
Operating expenses
Sales and marketing		466,681			609,713			934,637			1,266,743
General and administrative		1,500,803			2,599,982			4,003,929			5,373,131
Research and development		4,152,287			4,687,459			10,086,358			9,557,478
Depreciation and amortization		201,840			291,414			457,285			571,859
Total operating expenses		6,321,611			8,188,568			15,482,209			16,769,211
Loss from operations		(6,200,783	)		(8,057,764	)		(15,409,196	)		(16,609,720	)
Other income (expense), net
Interest income, net		17,493			12,158			24,469			25,759
Realized gain on investments		-			340,358			-			641,823
Loss on disposition of assets		-			(9,004	)		-			(9,004	)
Gain (loss) on remeasurement of acquisition contingencies		(29,171	)		10,222			46,109			727,289
Loss on equity method investment in joint ventures		(52,157	)		(13,760	)		(65,518	)		(15,204	)
Total other income (expense), net		(63,835	)		339,974			5,060			1,370,663
Loss before income taxes		(6,264,618	)		(7,717,790	)		(15,404,136	)		(15,239,057	)
Income tax provision		19,168			12,327			19,688			24,331
Net loss	$	(6,283,786	)	$	(7,730,117	)	$	(15,423,824	)	$	(15,263,388	)
Other comprehensive loss
Change in net unrealized gains on marketable securities, net of tax		-			(196,585	)		-			(284,375	)
Total other comprehensive loss	$	-		$	(196,585	)	$	-		$	(284,375	)
Comprehensive loss	$	(6,283,786	)	$	(7,926,702	)	$	(15,423,824	)	$	(15,547,763	)

Loss per common share:
Basic and Diluted	$	(1.46	)	$	(7.00	)	$	(4.69	)	$	(14.05	)
Weighted average shares outstanding:
Basic and Diluted		4,309,997			1,103,614			3,287,417			1,086,054

Diluted		4,309,997			1,103,614			3,287,417			1,086,054

See accompanying notes to unaudited condensed consolidated financial statements

CO – DIAGNOSTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2026			2025
	Six Months Ended June 30,
	2026			2025
Cash flows from operating activities
Net loss	$	(15,423,824	)	$	(15,263,388	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		457,285			571,859
Stock-based compensation expense		432,866			1,455,493
Common stock issued for financial advisory services		-			135,000
Change in fair value of acquisition contingencies		(46,109	)		(727,289	)
Non-cash lease expense		1,031			(2,003	)
Realized gain on investments		-			(641,823	)
Loss from equity method investment		65,518			15,204
Loss on disposition of assets		-			9,004
Provision for credit losses		557			(13,248	)
Inventory obsolescence recoveries		(59,215	)		(95,302	)
Changes in assets and liabilities:
Accounts receivable		137,759			(65,150	)
Prepaid expenses and other assets		(23,012	)		690,010
Inventory		209,943			83,399
Deferred revenue		13,844			5,000
Income taxes payable		-			23,290
Accounts payable, accrued expenses and other liabilities		(765,963	)		(3,213,100	)
Net cash used in operating activities		(14,999,320	)		(17,033,044	)
Cash flows from investing activities
Purchases of property and equipment		(160,298	)		(492,973	)
Proceeds from maturities of marketable investment securities		-			31,509,485
Purchases of marketable securities		-			(6,588,577	)
Investment in joint ventures		(150,000	)		-
Net cash (used in) provided by investing activities		(310,298	)		24,427,935
Cash flows from financing activities
Issuance of common stock related to private placement transaction and warrant exercises, net of offering costs		2,739,973			-
Issuance of common stock related to at-the-market offering, net of offering costs		4,334,670			783,746
Net cash provided by financing activities		7,074,643			783,746
Net increase (decrease) in cash and cash equivalents		(8,234,975	)		8,178,637
Cash and cash equivalents at beginning of period		11,884,607			2,936,544
Cash and cash equivalents at end of period	$	3,649,632		$	11,115,181
Supplemental disclosure of cash flow information
Cash received for income taxes	$	26,592		$	-
Supplemental disclosure of non-cash investing and financing transactions
Right-of-use assets obtained in exchange for new operating lease liabilities	$	1,029,215		$	-

See accompanying notes to unaudited condensed consolidated financial statements

CO – DIAGNOSTICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Shares		Amount		Shares		Amount		Stock			Capital		Income		(Deficit)			Equity
	Convertible Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated Other Comprehensive		Accumulated Earnings			Total Stockholders’
	Shares		Amount		Shares		Amount		Stock			Capital		Income		(Deficit)			Equity
Balance as of December 31, 2025		-		-		2,256,654		67,700		(15,575,795	)		116,510,298		-		(80,373,539	)		20,628,664
Issuance of common stock related to at-the-market offering, net of offering costs		-		-		1,507,434		1,507		-			4,333,163		-		-			4,334,670
Stock-based compensation		-		-		-		-		-			219,114		-		-			219,114
Net loss		-		-		-		-		-			-		-		(9,140,038	)		(9,140,038	)
Balance as of March 31, 2026		-		-		3,764,088		69,207		(15,575,795	)		121,062,575		-		(89,513,577	)		16,042,410
Stock-based compensation		-		-		29,045		29		-			213,723		-		-			213,752
Issuance of common stock related to private placement transaction and warrant exercises, net of offering costs		-		-		1,247,447		1,248		-			2,738,725		-		-			2,739,973
Net loss		-		-		-		-		-			-		-		(6,283,786	)		(6,283,786	)
Balance as of June 30, 2026		-	$	-		5,040,580	$	70,484	$	(15,575,795	)	$	124,015,023	$	-	$	(95,797,363	)	$	12,712,349

	Convertible Preferred Stock				Common Stock				Treasury			Additional Paid-in		Accumulated Other Comprehensive			Accumulated Earnings			Total Stockholders’
	Shares		Amount		Shares		Amount		Stock			Capital		Income			(Deficit)			Equity
Balance as of December 31, 2024		-	$	-		1,263,408	$	37,902	$	(15,575,795	)	$	102,472,210	$	418,443		$	(33,477,603	)	$	53,875,157
Issuance of common stock related to at-the-market offering, net of offering costs		-		-		17,303		519		-			354,227		-			-			354,746
Stock-based compensation		-		-		-		-		-			875,228		-			-			875,228
Other comprehensive loss, net of tax		-		-		-		-		-			-		(87,790	)		-			(87,790	)
Net loss		-		-		-		-		-			-		-			(7,533,271	)		(7,533,271	)
Balance as of March 31, 2025		-		-		1,280,711		38,421		(15,575,795	)		103,701,665		330,653			(41,010,874	)		47,484,070
Balance		-		-		1,280,711		38,421		(15,575,795	)		103,701,665		330,653			(41,010,874	)		47,484,070
Issuance of common stock related to at-the-market offering, net of offering costs		-		-		45,845		1,375		-			427,625		-			-			429,000
Stock-based compensation		-		-		24,482		735		-			579,530		-			-			580,265
Issuance of common stock related to financial advisory services		-		-		16,667		500		-			134,500		-			-			135,000
Other comprehensive loss, net of tax		-		-		-		-		-			-		(196,585	)		-			(196,585	)
Net loss		-		-		-		-		-			-		-			(7,730,117	)		(7,730,117	)
Balance as of June 30, 2025		-		-		1,367,705		41,031		(15,575,795	)		104,843,320		134,068			(48,740,991	)		40,701,633
Balance		-		-		1,367,705		41,031		(15,575,795	)		104,843,320		134,068			(48,740,991	)		40,701,633

See accompanying notes to unaudited condensed consolidated financial statements

CO – DIAGNOSTICS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Overview and Basis of Presentation

Description of Business

Co-Diagnostics, Inc., a Utah corporation (the “Company” or “CODX”), is a molecular diagnostics company that develops, manufactures and markets state-of-the-art diagnostics technologies. The Company’s technologies are utilized for tests that are designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests for its Co-Dx™ PCR platform and to locate genetic markers for use in applications other than infectious disease. In connection with the sale of our tests we may sell diagnostic equipment from other manufacturers as self-contained lab systems.

Unaudited Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information as they are prescribed for smaller reporting companies. As permitted under those rules and regulations, certain notes or other financial information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to make the financial statements not misleading have been included. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. These statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2026. A summary of the Company’s significant accounting policies is set forth in Note 2 to the consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2025.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates.

Liquidity and Going Concern

In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, (“ASC 205-40”) the Company evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date on which this Quarterly Report on Form 10-Q is filed. Based on the Company’s cash and cash equivalents as of June 30, 2026, the Company’s current and forecasted level of operations, and its forecasted cash flows, the Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements through equity and/or debt financing, seeking additional grant funding, and through operational efficiencies. Our ability to obtain additional financing in equity capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry. Accordingly, there can be no assurance that the Company will be able to raise a sufficient amount of additional capital to fund operations with terms acceptable to the Company, or at all. Because certain elements of management’s plans to mitigate the conditions that raised substantial doubt about the Company’s ability to continue as a going concern are outside of the Company’s control, including the ability to raise capital through equity or other financings, those elements cannot be considered probable according to ASC 205-40, and therefore cannot be considered in the evaluation of mitigating factors. As a result, management has concluded that substantial doubt exists about the Company’s ability to continue as a going concern for 12 months from the date these condensed consolidated financial statements are issued.

The condensed consolidated financial statements as of June 30, 2026 have been prepared under the assumption that the Company will continue as a going concern for the next 12 months after these financial statements are issued, and that contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company’s ability to continue as a going concern is dependent upon its uncertain ability to obtain additional capital, reduce expenditures, and execute on its business plans. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 – Summary of Significant Accounting Policies

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year’s presentation. These reclassifications have no impact on the previously reported results.

Operating Segments

The Company operates as one operating segment. Operating segments are defined as components of an entity for which separate financial information is regularly evaluated by the chief operating decision maker (“CODM”), which is the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM evaluates financial information and resources and assesses the performance of these resources on a consolidated basis. There is no expense or asset information that is supplemental to information disclosed within the condensed consolidated financial statements, that is regularly provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on consolidated net loss and functional expenses as reported on our condensed consolidated statements of operations and comprehensive loss. Because the Company operates as one operating segment, financial segment information, including expense and asset information, can be found in the condensed consolidated financial statements. All material long-lived assets are located in the United States and India.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount (net of allowance) and do not bear interest. The Company maintains an allowance for credit losses for amounts the Company does not expect to collect. In establishing the required allowance, management considers historical losses, current market conditions, customers’ financial condition, the age of receivables, and current payment patterns. Account balances are written off against the allowance once the receivable is deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. At June 30, 2026 total accounts receivable was $92,993 with an allowance for credit losses of $40,934 resulting in a net amount of $52,059. At December 31, 2025 total accounts receivable was $230,752 with an allowance for credit losses of $40,377 resulting in a net amount of $190,375. At December 31, 2024 total accounts receivable was $242,625 with an allowance for credit losses of $110,055 resulting in a net amount of $132,570.

Inventory

Inventory is stated at the lower of cost or net-realizable value. Inventory cost is determined on a first-in first-out basis that approximates average cost in accordance with ASC 330-10-30-12. At June 30, 2026, the Company had $841,669 in net inventory, of which $362,879 was finished goods and $478,790 was raw materials. At December 31, 2025, the Company had $992,397 in net inventory, of which $512,186 was finished goods and $480,211 was raw materials. The Company establishes reserves to reduce low-moving, obsolete, or unusable inventories to their estimated useful or scrap values. The Company recognized $31,331 and $186,319 related to the change in inventory reserves during the three and six months ended June 30, 2026, respectively, compared to $59,591 and $101,065 during the three and six months ended June 30, 2025, respectively.

Revenue Recognition

The Company generates revenue from customers from product and license sales. The Company recognizes revenue from customers when all of the following criteria are satisfied: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as the Company satisfies each performance obligation.

The Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. The Company records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue.

Income Taxes

The Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, deferred income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and tax reporting measured at enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority.

Valuation allowances are provided when it is more-likely-than-not that some or all of the deferred income tax assets may not be realized. In assessing the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income and ongoing tax planning strategies.

Developing the provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred income tax assets and liabilities and any estimated valuation allowances deemed necessary to value deferred income tax assets. Judgments and tax strategies are subject to audit by various taxing authorities. The Company has uncertain income tax positions in the condensed consolidated financial statements, and adverse determinations by these taxing authorities could have a material adverse effect on the condensed consolidated financial position, results of operations, or cash flows.

Concentrations Risk and Significant Customers

The Company had certain customers which were each responsible for generating 10% or more of the total revenue for the three and six months ended June 30, 2026 and 2025. One customer accounted for approximately 37% of product revenue recognized during the three months ended June 30, 2026. Two customers accounted for approximately 41% of product revenue recognized during the six months ended June 30, 2026. Three customers accounted for approximately 53% of product revenue recognized during the three months ended June 30, 2025. Three customers accounted for approximately 41% of product revenue recognized during the six months ended June 30, 2025.

Two customers accounted for more than 10% of accounts receivable at June 30, 2026, and two customers accounted for more than 10% of accounts receivable at December 31, 2025. These customers together accounted for approximately 24% and 82% of accounts receivable at June 30, 2026 and December 31, 2025, respectively.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires an entity to disclose on an annual and interim basis, disaggregated information about specific income statement expense categories. The guidance should be applied prospectively with the option to apply the standard retrospectively. The standard becomes effective for the Company for full year 2027 reporting. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. Early adoption is permitted and entities should apply the practical expedient, if elected, prospectively to financial statements issued for reporting periods after the effective date. The standard became effective for the Company for interim and full year 2026 reporting. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which provides authoritative guidance for the accounting and presentation of government grants received by business entities, distinguishing between grants related to assets and grants related to income. Early adoption is permitted and entities may apply the standard using a modified prospective, modified retrospective, or full retrospective transition approach, subject to the specific criteria outlined in the ASU. The standard becomes effective for the Company for full year 2029 reporting. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies and improves the guidance in Accounting Standards Codification Topic 270, Interim Reporting. Early adoption is permitted and entities may apply the standard prospectively or retrospectively. The standard becomes effective for the Company for interim 2028 reporting. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

In December 2025, FASB issued ASU 2025-12, Codification Improvements, which includes narrow-scope amendments to the FASB Accounting Standards Codification to clarify, correct errors, and make minor improvements to existing U.S. GAAP. This standard becomes effective for the Company for interim and full year 2027 reporting. As the amendments are not expected to introduce new recognition or measurement principles, the Company does not expect a material impact on its consolidated financial statements related to ASU 2025-12.

Note 3 – Cash, Cash Equivalents, and Financial Instruments

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

	June 30, 2026
	Adjusted Cost		Total Unrealized Gains / (Losses)		Fair Value		Cash and Cash Equivalents		Marketable Investment Securities
Cash	$	3,649,632	$	-	$	3,649,632	$	3,649,632	$	-
Total	$	3,649,632	$	-	$	3,649,632	$	3,649,632	$	-

	December 31, 2025
	Adjusted Cost		Total Unrealized Gains / (Losses)		Fair Value		Cash and Cash Equivalents		Marketable Investment Securities
Cash	$	11,884,607	$	-	$	11,884,607	$	11,884,607	$	-
Total	$	11,884,607	$	-	$	11,884,607	$	11,884,607	$	-

Note 4 – Fair Value Measurements

The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The following three levels of inputs are used to measure the fair value of financial assets and liabilities:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, by level within the fair value hierarchy:

	(Level 1)		(Level 2)		(Level 3)		Total
	June 30, 2026
	(Level 1)		(Level 2)		(Level 3)		Total
Liabilities:
Contingent consideration - common stock	$	-	$	-	$	72,927	$	72,927
Total liabilities measured at fair value	$	-	$	-	$	72,927	$	72,927


	December 31, 2025
	(Level 1)		(Level 2)		(Level 3)		Total
Liabilities:
Contingent consideration - common stock	$	-	$	-	$	119,036	$	119,036
Total liabilities measured at fair value	$	-	$	-	$	119,036	$	119,036

In connection with previous acquisitions, the Company recorded a liability for contingent consideration in the form of shares of common stock and warrants to purchase common stock, both to be issued when certain milestones are achieved. The fair value of contingent consideration is calculated using a discounted probability weighted valuation model. Discount rates used in such calculations are a significant assumption that are not observed in the market, and therefore, the resulting fair value represents a Level 3 measurement.

The changes for Level 3 items measured at fair value on a recurring basis are as follows:


Fair value as of December 31, 2025	$	119,036
Change in fair value of contingent consideration issued for business acquisitions		(46,109	)
Fair value as of June 30, 2026	$	72,927

The fair value of the contingent consideration is based on the fair value of the contingent consideration-common stock and contingent consideration-warrants. The fair value of the contingent consideration-common stock is equal to the probability-adjusted value of the Company’s common stock as of the valuation date. The fair value of the contingent consideration-warrants is equal to the probability adjusted value of a call option with terms consistent with the terms of the warrants as of the valuation date. Prior to the probability adjustments, the warrants were valued based on the following inputs:

	June 30, 2026			December 31, 2025
Stock price	$	3.10		$	5.10
Strike price	$	273.75		$	273.75
Volatility		25.0	%		21.4	%
Risk-free rate		4.0	%		3.5	%
Expected term (years)		0.5			1.0

Fair Value of Other Financial Instruments

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, notes receivable, accounts payable, accrued liabilities, and other liabilities approximate fair value due to their short-term maturities and are excluded from the fair value tables above.

Note 5 – Intangible Assets, Net

Intangible assets, net consisted of the following:

Schedule of Intangible Assets, Net

	June 30, 2026
	Weighted-Average	Gross				Net
	Useful Life	Carrying		Accumulated		Carrying
	(in Years)	Amount		Amortization		Amount
In-process research and development	Indefinite	$	7,219,000	$	-	$	7,219,000
Total intangible assets		$	7,219,000	$	-	$	7,219,000

	December 31, 2025
	Weighted-Average	Gross				Net
	Useful Life	Carrying		Accumulated		Carrying
	(in Years)	Amount		Amortization		Amount
In-process research and development	Indefinite	$	7,219,000	$	-	$	7,219,000
Total intangible assets		$	7,219,000	$	-	$	7,219,000

Note 6 – Revenue

The following table sets forth revenue by geographic area:

Summary of Revenue by Geographic Area

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
United States
Product revenue	$	105,386		$	162,910		$	186,439		$	203,087
Total United States		105,386			162,910			186,439			203,087
Rest of World
Product revenue		60,745			-			125,645			10,100
Total Rest of World		60,745			-			125,645			10,100
Total	$	166,131		$	162,910		$	312,084		$	213,187
Percentage of revenue by area:
United States		63	%		100	%		60	%		95	%
Rest of World		37	%		0	%		40	%		5	%

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

Schedule of Deferred Revenue

Balance as of December 31, 2025	$	14,800
Revenue recognized included in deferred revenue balance at the beginning of the period		(14,800	)
Increase due to prepayments from customers		28,644
Balance as of June 30, 2026	$	28,644

Note 7 – Loss Per Share

All share and per-share data, including basic and diluted loss per share and weighted average shares outstanding, have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on January 1, 2026, as if the reverse stock split had occurred at the beginning of the earliest period presented.

The following table reconciles the numerator and the denominator used to calculate basic and diluted loss per share for three and six months ended June 30, 2026 and 2025, respectively:

	2026			2025			2026			2025
	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Numerator
Net loss, as reported	$	(6,283,786	)	$	(7,730,117	)	$	(15,423,824	)	$	(15,263,388	)

Denominator
Weighted average shares, basic		4,309,997			1,103,614			3,287,417			1,086,054
Dilutive effect of stock options, warrants and RSUs		-			-			-			-
Shares used to compute diluted earnings per share		4,309,997			1,103,614			3,287,417			1,086,054

Loss per share, basic and diluted	$	(1.46	)	$	(7.00	)	$	(4.69	)	$	(14.05	)

Common shares issuable upon exercise of the pre-funded warrants issued in the May 2026 Private Placement are included in the calculation of basic weighted average number of common shares outstanding as the underlying common shares are issuable for little to no consideration and there are no vesting conditions or contingencies associated with the warrants. Accordingly, the aggregate number of common shares underlying the pre-funded warrants have been considered outstanding for purposes of the calculation of basic net loss per share from the date of issuance.

As a result of incurring a net loss for the three and six months ended June 30, 2026 and 2025, respectively, no potentially dilutive securities are included in the calculation of diluted loss per share because such effect would be anti-dilutive. The Company had potentially dilutive securities as of June 30, 2026, consisting of: (i) 81,565 restricted stock units, (ii) 27,688 options, and (iii) 3,710,394 warrants. The Company had potentially dilutive securities as of June 30, 2025, consisting of: (i) 63,418 restricted stock units, (ii) 32,353 options, and (iii) 15,500 warrants.

Note 8 – Equity Transactions

Reverse Stock Split

On January 1, 2026, the Company effected a 1-for-30 reverse stock split of its common stock. The Reverse Stock Split did not change the par value of the Company’s common stock, which remains $0.001 per share, nor did it change the number of authorized shares of common stock.

Proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards and warrants, as well as to the applicable exercise prices. All historical and per-share information has been retroactively adjusted to reflect the Reverse Stock Split.

At-the-Market Agreement

The Company previously maintained an Amended and Restated Equity Distribution Agreement (the “Prior ATM Agreement”) with Piper Sandler & Co. (“Piper Sandler”) and Clear Street, LLC (“Clear Street”), pursuant to which the Company could offer and sell shares of its common stock having an aggregate offering price of up to $17,111,650 from time to time through Piper Sandler and Clear Street, acting as sales agents, under a prospectus supplement dated October 18, 2024. As of December 31, 2025, the Company had sold 151,675 shares of common stock under the Prior ATM Agreement, resulting in net proceeds to the Company of $1,660,805. The Prior ATM Agreement was subsequently terminated, and no further sales will be made under that program.

On October 20, 2025, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”) to establish an at-the-market (“ATM”) equity offering program. Pursuant to the Equity Distribution Agreement, the Company was authorized to offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $10.0 million, from time to time through Maxim, acting as the Company’s sales agent. Under the terms of the Equity Distribution Agreement, the Company agreed to pay Maxim a commission equal to 3.0% of the gross proceeds from the sale of shares and to reimburse Maxim for certain legal and other out-of-pocket expenses. The shares were offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-270628), which expired on April 6, 2026. As of June 30, 2026, the Company had sold 1,539,101 shares of common stock under the Equity Distribution Agreement, resulting in net proceeds to the Company of approximately $4,593,234.

On May 12, 2026, the Company filed a new shelf registration statement on Form S-3 (File No. 333-295803), which was declared effective by the Securities and Exchange Commission on May 15, 2026. On July 27, 2026, the Company amended the Equity Distribution Agreement and filed a prospectus supplement under the new shelf registration statement pursuant to which the Company may offer and sell shares of its common stock having an aggregate offering price of up to approximately $7,901,383 through Maxim. Sales under the amended Equity Distribution Agreement, if any, may be made in transactions deemed to be “at-the-market” offerings under Rule 415 promulgated under the Securities Act of 1933, as amended. Maxim will be entitled to a commission equal to 3.0% of the gross sales price of shares sold. The approximately $7,901,383 offering amount reflects the maximum amount the Company was eligible to offer under General Instruction I.B.6 of Form S-3 as of the date of the prospectus supplement.

Private Placement Transaction

On May 19, 2026, the Company entered into a private placement transaction (the “Private Placement”), pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional and accredited investors (the “Purchasers”) for aggregate gross proceeds of $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company in connection with the Private Placement. Maxim Group LLC (“Maxim”) acted as the exclusive placement agent for the Private Placement. The Company paid approximately $259,989 in fees to Maxim.

As part of the Private Placement, the Company agreed to issue (i) 54,915 shares of the Company’s common stock (the “Shares”), par value $0.001 per share (“Common Stock”), (ii) pre-funded warrants to purchase 1,592,532 shares of Common Stock (the “Pre-Funded Warrants”) with an exercise price of $0.0001 per share, and (iii) warrants to purchase 3,294,894 shares of Common Stock (the “Common Warrants”), with an exercise price of $1.571 per share. The Common Warrants are exercisable immediately and expire five years from issuance. The Pre-Funded Warrants are exercisable immediately and terminate when exercised in full. During the three months ended June 30, 2026, 1,192,532 of the Pre-Funded Warrants were exercised by the Purchasers.

In accordance with ASC 815-40, Derivatives and Hedging-Contracts in Entity’s own Equity, the Company determined that all the different warrants issued met the conditions for equity classification and were included as a component of total stockholders’ equity.

Warrants

The Company has issued warrants related to acquisition and financing transactions.

The following table provides the weighted-average exercise price and remaining contractual life for each warrant outstanding as of June 30, 2026 and December 31, 2025:

	June 30, 2026
					Weighted-Average
	Number of		Weighted-Average		Remaining Contractual
	Warrants		Exercise Price		Life (in Years)
2021 Acquisition Related Warrants		15,500	$	273.75		0.51
May 2026 Pre-Funded Warrants		400,000	$	0.00		Indefinite
May 2026 Warrants		3,294,894	$	1.57		4.96

December 31, 2025

Weighted-Average

Number of

Weighted-Average

Remaining Contractual

Warrants

Exercise Price

Life (in Years)

2021 Acquisition Related Warrants

15,500

273.75

1.00

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

Schedule of Warrant Activity

	Related Warrants		Pre-Funded Warrants			May 2026 Warrants
	2021 Acquisition		May 2026
	Related Warrants		Pre-Funded Warrants			May 2026 Warrants
Outstanding at December 31, 2025		15,500		-			-
Issued		-		1,592,532			3,294,894
Expired		-		-			-
Forfeited/Cancelled		-		-			-
Exercised		-		(1,192,532	)		-
Outstanding at June 30, 2026		15,500		400,000			3,294,894

There are 3,694,894 warrants exercisable at June 30, 2026. The ability to exercise the 15,500 warrants issued in connection with acquisitions in prior years is contingent upon the achievement of certain development and revenue milestones on or before January 1, 2027.

Share Repurchase Program

In March 2022, the Company’s Board of Directors authorized a share repurchase program that would allow the Company to repurchase up to $30.0 million of CODX common stock. The repurchase program does not obligate the Company to acquire any particular number of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion. The timing and amount of any share repurchases under the share repurchase program will be determined by Co-Diagnostics’ management at its discretion based on ongoing assessments of the capital needs of the business, the market price of the Company’s common stock, corporate and regulatory requirements, and general market conditions.

For accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered issued but not outstanding. No shares were repurchased during the three and six months ended June 30, 2026.

Note 9 – Stock-Based Compensation

Stock Incentive Plans

The Company’s board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc. Amended and Restated 2015 Long Term Incentive Plan (the “2015 Incentive Plan”) providing for the issuance of stock-based incentive awards to employees, officers, consultants, directors and independent contractors. On August 31, 2022, the shareholders approved an increase in the number of awards available for issuance under the Incentive Plan to an aggregate of 400,000 shares of common stock.

The 2015 Incentive Plan expired on December 31, 2025. The Company’s board of directors adopted in March 2025, and in May 2025 shareholders approved, the Co-Diagnostics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) providing for the issuance of up to 223,333 shares of common stock plus any shares that become available in connection with the cancellation or forfeiture of awards issued under the 2015 Incentive Plan. The 2025 Plan provides for the award of stock-based incentive awards to employees, officers, consultants, directors and independent contractors. At June 30, 2026, the number of awards available for issuance under the 2025 Plan was 255,374, including unused awards which rolled over from the 2015 Incentive Plan upon its expiration. No awards have been made under the 2025 Plan.

Stock Options

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

Schedule of Option Activity

Number of Options

Weighted Average
Exercise Price

Weighted Average
Fair Value

Weighted Average Remaining Contractual Life (Years)

Outstanding at December 31, 2025

31,603

68.91