Co-Diagnostics, Inc. — Capital/Financing Update 2020

Feb 19, 2020

8-K 1 form8-k.htm

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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 13, 2020

| CO-DIAGNOSTICS,
INC. |
| --- |
| (Exact
name of small business issuer as specified in its charter) |

Utah	1-38148	46-2609363
(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:

| [ ] | 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).

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol(s) | Name
of exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.001 per share | CODX | NASDAQ
Capital Market |

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. [ ]

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Item 8.01. Other Events.

On February 13, 2020, the Company issued a press release announcing that it closed its previously announced registered direct offering of 3,324,676 shares of its common stock at a purchase price per share of $3.08 in a registered direct offering priced at-the-marked under the Nasdaq rules, for gross proceeds of approximately $10.2 million. H.C. Wainwright & Co. acted as the exclusive placement agent for the offering. The Company’s press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Separately, the Company engaged Maxim Group LLC as an independent financial advisor in connection with this transaction.

Item 9.01. Financial Statements and Exhibits.

(d)	Description.
99.1	Press Release, dated February 13, 2020

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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.

| CO-DIAGNOSTICS,
INC. | |
| --- | --- |
| By: | /s/
Dwight H. Egan |
| Name: | Dwight
H. Egan |
| Title: | Chief
Executive Officer |

Date: February 18, 2020

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