Current Report Filing (8-k)
February 05 2019 - 5:30PM
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):
February 4, 2019
CO-DIAGNOSTICS,
INC.
(Exact
name of small business issuer as specified in its charter)
Utah
|
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1-38148
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46-2609363
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(State
or other jurisdiction
of incorporation or organization)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
Number)
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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. [ ]
On
February 4, 2019, Co-Diagnostics, Inc. completed the sale of 3,925,716 shares (the “
Common Shares
”) of the
Company’s common stock, par value $0.001 per share, at a purchase price of $1.40 per share in a registered direct offering.
The aggregate gross proceeds for the sale of the Common Shares was $5,496,002,
With
the sale of the Common Shares and the sale of $3,000,000 of preferred stock by the Company for $1.0 million in cash and the conversion
of a $2.0 million note owed by the Company, the Company believes that it qualifies for continued listing on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(b)(1).
The
information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “
Exchange Act
”)
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01.
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Financial
Statements and Exhibits.
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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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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:
February 5, 2019
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