Current Report Filing (8-k)
February 25 2019 - 2:01PM
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 19, 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. [ ]
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.
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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 25, 2019
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