Current Report Filing (8-k)
January 03 2019 - 01:21PM
Edgar (US Regulatory)
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):
December 27, 2018
CO-DIAGNOSTICS,
INC.
|
(Exact
name of small business issuer as specified in its charter)
|
Utah
|
|
1-38148
|
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46-2609363
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(State
or other jurisdiction of
incorporation or organization)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 28, 2018, Co-Diagnostics, Inc., a Utah corporation (the “Company”) after approval by the Company’s
shareholders at an annual meeting of its shareholders (the “Annual Meeting”) the Company filed a Certificate of Amendment
to the Articles of Incorporation (the “Amendment”) to increase the total authorized shares to 105,000,000 shares from
100,000,000 shares with the newly authorized 5,000,000 shares designated as Preferred Stock. Shares of preferred stock may be
issued from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined
by the Board prior to the issuance of any shares.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached
as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 27, 2018, the Company held an Annual Meeting at the Company’s corporate office located at 2401 S. Foothill Drive,
Suite D, Salt Lake City, Utah 84109.
At
the close of business on December 6, 2018, the record date for the Annual Meeting, there were 12,914,383 shares of the Company’s
Common Stock outstanding and entitled to vote at the Annual Meeting. As the holders of 7,975,328 shares of Common Stock, a majority
of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the Annual Meeting were
represented in person or by proxy at the Annual Meeting, a quorum was present.
Each
of the foregoing proposals was adopted and approved by the shareholders at the Annual Meeting. The number of votes cast for or
against, as well as abstentions, if applicable, with respect to each of Proposals 1-5 presented at the Annual Meeting, including
a separate tabulation with respect to each director nominee for office, and the number of votes cast for each of 1 year, 2 years,
and 3 years, are set forth below:
Proposal
1: Election of Directors
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For
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Withhold
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Dwight
H. Egan
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7,967,070
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8,258
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Brent
Satterfield
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7,967,070
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8,258
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Edward
J. Borkowski
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7,566,951
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408,377
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Frank
J. Kiesner
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7,966,923
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8,405
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Richard
S. Serbin
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7,960,801
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14,527
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Proposal
2: Approval of the Form of Articles of Amendment to Articles of Incorporation to Authorize 5,000,000 Shares of Preferred Stock
The
Form of Articles of Amendment to Articles of Incorporation to Authorize 5,000,000 shares of Preferred Stock was approved and the
voting results of the shares of the Company’s Common Stock were as follows:
For
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Against
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Abstain
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7,780,687
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190,755
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3,886
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Proposal
3: Advisory Vote to Approve Executive Compensation
The
executive compensation was approved and the voting results of the shares of the Company’s Common Stock were as follows:
For
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Against
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Abstain
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7,929,233
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33,669
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12,426
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Proposal
4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
The
Company’s Board of Directors’ recommendation of submitting shareholder advisory votes to approve executive compensation
every three years was approved and the voting results of the shares of the Company’s Common Stock were as follows:
For
1 Year
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For
2 Years
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For
3 Years
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Abstain
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618,796
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291,752
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7,036,313
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28,467
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Proposal
5: Ratification of Selection of Independent Auditor
The
Company’s Board of Directors’ selection of the public accounting firm of Haynie & Company as the Company’s
fiscal 2018 independent auditors was ratified and the voting results of the shares of the Company’s Common Stock were as
follows:
For
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Against
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Abstain
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7,970,060
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4,187
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1,081
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Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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.
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CO-DIAGNOSTICS,
INC.
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|
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By:
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/s/
Dwight H. Egan
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Name:
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Dwight
H. Egan
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Title:
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Chief
Executive Officer
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Date:
January 3, 2019
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