CODX Co-Diagnostics

Filed: 19 Feb 20, 5:20pm





Washington, D.C. 20549





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


(Exact name of small business issuer as specified in its charter)


Utah 1-38148 46-2609363
(State or other jurisdiction
of incorporation or organization)
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. [  ]






Item 8.01. Other Events.


On February 13, 2020, the Company issued a press release announcing that it closedits 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)Exhibit No. Description.
 99.1 Press Release, dated February 13, 2020






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.


 By:/s/ Dwight H. Egan
 Name:Dwight H. Egan
 Title:Chief Executive Officer


Date: February 18, 2020