Current Report Filing (8-k)
February 19 2020 - 5:21PM
Edgar (US Regulatory)
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): February 13, 2020
CO-DIAGNOSTICS,
INC.
|
(Exact
name of small business issuer as specified in its charter)
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Utah
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1-38148
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46-2609363
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(State
or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common
Stock, par value $0.001 per share
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CODX
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NASDAQ
Capital Market
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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 closed its
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.
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.
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CO-DIAGNOSTICS,
INC.
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By:
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/s/
Dwight H. Egan
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Name:
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Dwight
H. Egan
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Title:
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Chief
Executive Officer
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Date:
February 18, 2020
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