8-K: Co-Diagnostics Launches $10M ATM Equity Program

Co-Diagnostics, Inc. has established a new at-the-market equity offering program to sell up to $10 million of common stock through Maxim Group LLC, replacing a prior agreement.

Summary

• Co-Diagnostics, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC on October 20, 2025, to create an at-the-market (ATM) equity program.
• The Company may offer and sell its common stock from time to time, with an aggregate offering amount of up to $10,000,000, through Maxim Group LLC as the sole sales agent.
• Maxim Group LLC will receive a commission equal to 3.0% of the gross sales price from the sales of Shares.
• The Company has no obligation to sell any shares under the Agreement, and no assurance is given regarding the price, amount, or dates of any sales.
• The offering will terminate upon the sale of $10,000,000 in shares or the termination of the Agreement.
• Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-270628), which was declared effective on April 6, 2023.
• On October 20, 2025, the Company filed a prospectus supplement registering up to $4,086,645 of Shares specifically for this ATM Offering.
• Effective September 30, 2025, the Company terminated its previous Amended and Restated Equity Distribution Agreement with Piper Sandler & Co. and Clear Street LLC, which also provided for at-the-market sales.

Sentiment

Score: 6

Explanation: The establishment of a new ATM facility provides financial flexibility and access to capital, which is generally positive. However, it also signals potential future dilution for existing shareholders and the 3% commission reduces net proceeds. The termination of the previous agreement is neutral without further context.

Positives

• Secures a flexible capital raising mechanism (ATM program) for future funding needs, allowing opportunistic capital access.
• Diversifies financial partners by engaging Maxim Group LLC, potentially leveraging new institutional relationships.
• The ATM structure provides agility to raise capital incrementally based on market conditions without a traditional underwritten offering.

Negatives

• Potential for shareholder dilution as new common stock may be sold into the market.
• A commission of 3.0% on gross sales will be paid to Maxim Group LLC, reducing the net proceeds to the Company.
• There is no assurance that the Company will sell any shares or achieve a desired price, introducing uncertainty regarding capital inflow.
• The termination of the previous ATM agreement, while replaced, could imply a strategic shift or prior dissatisfaction, though not explicitly detailed.

Risks

• Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially, including risks related to the closing of the ATM Offering.
• No assurance can be given that the Company will sell any Shares under the Agreement, or if it does, as to the price or amount of Shares that the Company will sell, or the dates on which any such sales will take place.
• The Company's ability to raise capital through the ATM program is subject to market conditions and demand for its common stock.
• Potential for delisting of Shares if the Company takes action or receives notification from Nasdaq.
• Risk of legal proceedings or litigation that could have a Material Adverse Effect on the Company's business or financial condition.
• Risk of non-compliance with environmental laws, FDA regulations, or other governmental rules, which could lead to penalties or operational disruptions.
• Risk of labor disturbances or disputes with employees or unions.
• Risk of security breaches or compromises of IT Systems and Data, potentially leading to financial losses or reputational damage.
• Risk of non-compliance with Money Laundering Laws or U.S. sanctions (OFAC, Iran Sanctions), which could result in legal and financial repercussions.

Future Outlook

The Company's forward-looking statements include expectations regarding the closing of the proposed ATM Offering and the anticipated use of proceeds, though these are subject to various risks and uncertainties as described in the Company's SEC filings.

Management Comments

• The provisions of the Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Agreement and are not intended as a document for investors and the public to obtain factual information about the Company's current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company's filings with the Securities and Exchange Commission.

Industry Context

The establishment of an ATM equity program is a common financing strategy for publicly traded companies, particularly in sectors requiring ongoing capital for R&D or operational expansion. It provides flexibility to raise capital incrementally without the need for a traditional underwritten offering, which can be beneficial in volatile markets or for companies with fluctuating capital needs. The change in sales agent from Piper Sandler & Co. and Clear Street LLC to Maxim Group LLC could reflect a strategic decision to optimize terms or leverage different institutional relationships within the financial industry.

Stakeholder Impact

• **Shareholders:** Potential for dilution due to the issuance of new common stock under the ATM program. Provides the company with a flexible funding source, which could support future growth or operations.
• **Investment Professionals:** The ATM program offers a mechanism for the company to raise capital, which will be monitored for its impact on share price and valuation.
• **Maxim Group LLC:** Benefits from a 3.0% commission on gross sales of shares under the agreement and reimbursement for expenses.
• **Piper Sandler & Co. and Clear Street LLC:** Their previous ATM agreement was terminated, ending their role as sales agents for the company's at-the-market offerings.

Next Steps

• The Company may offer and sell its common stock from time to time under the ATM program through Maxim Group LLC.
• Maxim Group LLC will act as the sole sales agent for any sales under the ATM program.
• The Company will continue to file periodic and current reports with the SEC as required.

Key Dates

Recommendation

The establishment of a new ATM equity program provides Co-Diagnostics with a flexible and efficient way to access capital, which is a prudent financial management strategy. However, the potential for future share dilution, while common with such programs, warrants a 'hold' recommendation. Investors should monitor the pace and pricing of any share sales under this program, as well as the company's use of proceeds, to assess the long-term impact on shareholder value. The termination of the previous ATM agreement and the appointment of a new agent are procedural and do not inherently change the fundamental outlook without further operational or financial updates.

Keywords

Co-Diagnostics, CODX, ATM Offering, Equity Distribution Agreement, Capital Raise, Maxim Group LLC, Common Stock, Dilution, SEC Filing, Form 8-K, Nasdaq Capital Market