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    Co-Diagnostics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/29/25 4:30:38 PM ET
    $CODX
    Medical/Dental Instruments
    Health Care
    Get the next $CODX alert in real time by email
    false 0001692415 0001692415 2025-05-28 2025-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): May 28, 2025

     

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

     

    Utah   1-38148   46-2609363
    (State or other jurisdiction of   (Commission   (IRS Employer
    incorporation or organization)   File Number)   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))

     

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

     

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

     

    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 ☐

     

    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 5.07 Submission of Matters to a Vote of Security Holders

     

    On May 28, 2025, Co-Diagnostics, Inc. (the “Company”), held its 2025 annual meeting of shareholders at which the following matters were voted on:

     

    Proposal No. 1: Election of Directors. The Company’s shareholders elected for a one-year term each of the persons nominated for election as a director. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:

     

    Nominee  Votes For  Votes Withheld  Broker Non-votes
    Dwight Egan  10,995,594  2,504,073  4,172,055
    Eugene Durenard  11,013,209  2,486,458  4,172,055
    Richard Serbin  11,015,067  2,484,600  4,172,055
    James Nelson  10,285,997  3,213,670  4,172,055
    Eward Murphy  10,908,878  2,590,789  4,172,055

     

    There were no abstentions with respect to the election of directors.

     

    Proposal No. 2: A proposal to approve adoption of the Co-Diagnostics, Inc. 2025 Equity Incentive Plan, as described in the Proxy Statement. This proposal was adopted.

     

    For  Against  Abstain  Broker Non-votes
    10,676,931  2,761,398  61,338  4,172,055

     

    Proposal No. 3: A proposal to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement under “Executive Compensation.” This proposal was adopted.

     

    For  Against  Abstain  Broker Non-votes
    11,042,215  2,296,490  160,962  4,172,055

     

    Proposal No. 4: A proposal to ratify the Audit Committee’s appointment of Tanner LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2025. This proposal was ratified.

     

    For  Against  Abstain  Broker Non-vote
    16,724,962  803,028  143,732  -

     

     
     

     

    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: May 29, 2025 By: /s/ Brian Brown
      Name: Brian Brown
      Title:

    Chief Financial Officer

    (Principal Financial and Accounting Officer)

     

     

     

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