Co-Diagnostics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on March 16, 2023, Co-Diagnostics, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Sandler & Co. (“Piper Sandler”), pursuant to which the Company may offer and sell shares of our common stock, $0.001 par value, having an aggregate offering price of up to $50,000,000 from time to time through Piper Sandler acting as agent. As of April 25, 2025, the Company has sold 833,806 shares under the Equity Distribution Agreement.
On April 25, 2025, the Company entered into an amendment and restatement of the Equity Distribution Agreement (the “Amended and Restated Equity Distribution Agreement”) to, among other things, add Clear Street LLC (“Clear Street”) as a sales agent. Sales commissions payable under the Amended and Restated Equity Distribution Agreement will be divided equally between Piper Sandler and Clear Street, as sales agents. The foregoing summary of the Amended and Restated Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Amended and Restated Equity Distribution Agreement, a copy of which is attached to this Current Report as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
The Company filed a registration statement on Form S-3 (File No. 333-270628) with the Securities and Exchange Commission (the “SEC”) on March 16, 2023, which registration statement was declared effective by the SEC on April 6, 2023 (the “Registration Statement”). The Registration Statement includes a prospectus relating to the sale of common stock under the Equity Distribution Agreement (the “Prospectus”). The Company filed a supplement to the Prospectus on October 18, 2024, to update the amount registered for sale under the Equity Distribution Agreement.
In connection with the Company’s entry into the Amended and Restated Equity Distribution Agreement, the Company is filing as Exhibit 99.1, which is incorporated by reference herein, a revised Plan of Distribution with respect to the Prospectus, to reflect the Amended and Restated Equity Distribution Agreement, including the appointment of Clear Street as a sales agent. The Plan of Distribution contained in Exhibit 99.1 to this Form 8-K replaces and supersedes the prior Plan of Distribution included in the Prospectus, as previously supplemented.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No.: | Description: | |
| 10.1 | Amended and Restated Equity Distribution Agreement, dated as of April 25, 2025, by and among Co-Diagnostics, Inc., Piper Sandler & Co., and Clear Street LLC. | |
| 99.1 | Plan of Distribution | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| Date: April 28, 2025 | By: | /s/ Brian Brown |
| Name: | Brian Brown | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||