Item
1.01. Entry into a Material Definitive Agreement.
On
January 23, 2020, Co-Diagnostics, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase
Agreement”) with certain institutional investors (the “Investors”) for the sale by the Company of
3,448,278 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), at a purchase price of $1.45 per share in a registered direct offering. The aggregate gross
proceeds for the sale of the Common Shares is expected to be approximately $5,000,000. The closing of the offering is expected
to occur on or about January 28, 2020, subject to the satisfaction of customary closing conditions.
H.C.
Wainwright & Co. LLC, is acting as the exclusive lead placement agent in connection with the offering and Maxim Group LLC
is a co-placement agent in connection with the offering. The Company has agreed to pay the placement agents an aggregate fee equal
to 8.0% of the gross proceeds received by the Company from the sale of the securities in the offering. The Company also agreed
to pay the lead placement agent $50,000 for non-accountable expenses and $12,900 for clearing expenses.
The
net proceeds to the Company from the offering, after deducting the placement agents’ fees and offering expenses, are expected
to be approximately $4,537,000. The Company intends to use the net proceeds from the offering for further commercialization and
expansion of its infectious disease testing, agrigenomics, and vector control verticals, acceleration of sales and technology
licensing activities, ongoing development of additional applications for its technology in markets related to liquid biopsy and
next-gen sequencing, and for working capital and other general corporate purposes.
The
Common Shares sold in the offering were offered and sold by the Company pursuant to an effective shelf registration statement
on Form S-3, that was originally filed on August 14, 2018 and declared effective by the Securities and Exchange Commission (“SEC”)
on September 7, 2018, and the base prospectus contained therein (File No. 333-226835) (the “Registration Statement”).
The Company will file a final prospectus supplement and the accompanying prospectus with the SEC in connection with the sale of
the securities.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties
to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating
the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality
in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly,
the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction,
and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement is subject to, and qualified in their entirety
by, such agreement, which is incorporated herein by reference.
The
legal opinion and consent of Carmel, Milazzo & DiChiara LLP relating to the securities is filed as Exhibit 5.1 to this Current
Report on Form 8-K and is incorporated herein by reference.