aibioCo-Diagnostics warrant inducement expected to raise about $2.67 million
Tickers CODX
Holders of existing warrants agreed to exercise at $1.571 per share in exchange for new warrants at $1.56. Maxim Group LLC is the exclusive placement agent.
Key facts
- Company
- Co-Diagnostics, Inc. (NASDAQ: CODX)
- News type
- Financings
- Primary source
- Co-Diagnostics, Inc. 8-K (2026-07-31)
On July 30, 2026, Co-Diagnostics, Inc. (Nasdaq: CODX) entered into an inducement letter with certain holders of existing warrants, according to a Form 8-K filed July 31, 2026. The holders agreed to exercise for cash warrants to buy 1,702,362 shares of common stock at $1.571 per share. The existing warrants were originally issued on May 21, 2026, with a five-year term.
The terms
In exchange for the cash exercise, the company agreed to issue new warrants to buy up to 3,404,724 shares at $1.56 per share. The new warrants cannot be exercised until stockholders approve their exercise under Nasdaq rules. The company expects aggregate gross proceeds of approximately $2.67 million from the exercise of the existing warrants, before placement agent fees and other offering expenses. It expects to use the net proceeds for general corporate purposes. Closing is expected on or about August 3, 2026, subject to customary closing conditions.
Shares of common stock outstanding were 5,277,846 immediately before the transactions. After giving effect to them, including the closing, the company says 6,980,208 shares will be outstanding.
Who is involved
Maxim Group LLC acted as the company's exclusive placement agent under a placement agency agreement entered into on July 30, 2026. The company agreed to pay Maxim a cash fee of 7.0% of the gross proceeds from the warrant exercises, plus reimbursement of the agent's reasonable expenses in an amount equal to $50,000, including the fees and disbursements of the agent's counsel. The 8-K names no other underwriter, placement agent, bank or financial adviser, and names no legal counsel for the company.
Registration and restrictions
The shares underlying the existing warrants were registered under an existing Form S-3 (File No. 333-296312), which the SEC declared effective on May 29, 2026. The company agreed to file a resale registration statement for the new warrant shares as soon as practicable after closing, and within 30 calendar days of the inducement letter. It agreed to use commercially reasonable efforts to have that statement declared effective within 60 calendar days of the letter, or within 90 calendar days if the SEC conducts a full review.
The company also agreed not to issue shares or common stock equivalents, or file other registration statements, until August 31, 2026, subject to certain exceptions. It agreed to use reasonable best efforts to hold a special stockholder meeting within 90 days of the letter to approve the exercise of the new warrants. If stockholders do not approve at the first meeting, it must call a meeting every 90 days until approval is obtained or the new warrants are no longer outstanding.
The new warrants and shares are being sold without registration under Section 4(a)(2) of the Securities Act, to holders who each represented that they are accredited investors. The filing says there was no general solicitation or advertising.
Financial position
The XBRL data for fiscal 2025 shows revenue of $622,489, compared with $3.9 million in fiscal 2024. Research and development expense was $19.1 million in 2025 and $21.0 million in 2024. The net loss was $46.9 million in 2025 and $37.6 million in 2024. Operating cash flow was negative $29.1 million in 2025 and negative $29.2 million in 2024. Year-end cash and cash equivalents were $2.9 million at the end of 2024, with short-term investments of $26.8 million.
The cost to shareholders
The money is small and the price in shares is large. The company gets about $2.67 million, before Maxim's 7.0% fee and expenses, while operations used $29.1 million of cash in 2025 and revenue was $622,489. Holders were given new warrants over 3,404,724 shares, twice the 1,702,362 shares they agreed to buy, at $1.56, slightly below the $1.571 exercise price of the old warrants. Shares outstanding rise from 5,277,846 to 6,980,208 at closing, before any new warrants are exercised. The company must keep calling stockholder meetings every 90 days until the new warrants are approved, and it has agreed not to issue shares or file other registration statements until August 31, 2026, which limits its room to raise more soon. The 8-K does not say how much cash the company holds now.