Current Report Filing (8-k)

Date : 02/25/2019 @ 7:01PM
Source : Edgar (US Regulatory)
Stock : Co Diagnostics Inc (CODX)
Quote : 1.045  -0.025 (-2.34%) @ 9:30PM
Co Diagnostics share price Chart

Current Report Filing (8-k)





Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported): February 19, 2019



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


Utah   1-38148   46-2609363
(State or other jurisdiction
of incorporation or organization)


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:


[  ] 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))


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 8.01. Other Events.


As previously reported, on October 26, 2018, Co-Diagnostics, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company did not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b).


Further, as previously reported in a Current Report on Form 8-K filed on February 5, 2019, with the sale by the Company of approximately $5.5 million of the Company’s common stock and the sale by the Company of $3.0 million of the Company’s preferred stock, not redeemable at the option of the holder, for $1.0 million in cash and the conversion of a $2.0 million note owed by the Company, the Company believed that it qualified for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1).


On February 19, 2019, the Company received written notice from the Listing Qualifications Staff of Nasdaq indicating that the Company has regained compliance with the minimum stockholders’ equity requirement as set forth in Nasdaq Capital Markets Listing Rule 5550(b)(1) and that Nasdaq considers the matter closed.


On February 22, 2019, the Company filed a press release announcing the receipt of the February 19, 2019 letter from Nasdaq. 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. Financial Statements and Exhibits.


(d) Exhibit No.   Description.
  99.1   Press Release, dated February 22, 2019






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.


  By: /s/ Dwight H. Egan                
  Name: Dwight H. Egan
  Title: Chief Executive Officer


Date: February 25, 2019




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