CODX Co Diagnostics Inc

Item 1.01. Entry into a Material Definitive Agreement.

On February 27, 2020, Co-Diagnostics, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain institutional investors (the “Investors”) for the sale by the Company of 470,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $9.00 per share in a registered direct offering priced at-the-market under the Nasdaq rules. The aggregate gross proceeds for the sale of the Common Shares is expected to be approximately $4,230,000. The closing of the offering is expected to occur on or about March 2, 2020, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. LLC, is acting as the exclusive lead placement agent in connection with the offering and Maxim Group LLC is acting as co-placement agent in connection with the offering. The Company has agreed to pay the placement agents an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the offering. The Company also agreed to pay the lead placement agent $15,000 for non-accountable expenses and $12,900 for clearing expenses.

The net proceeds to the Company from the offering, after deducting the placement agents’ fees and offering expenses, are expected to be approximately $3,965,220. The Company intends to use the net proceeds from this offering for acquisition of PCR (polymerase chain reaction) equipment and raw materials to be used in connection with sale of tests used to diagnose infectious disease, including strains and mutations of coronavirus, as well as research and development costs associated with test development for additional pathogens and test menu expansion, and for working capital and other general corporate purposes.

The Common Shares sold in the offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, that was originally filed on August 14, 2018 and declared effective by the Securities and Exchange Commission (“SEC”) on September 7, 2018, and the base prospectus contained therein (File No. 333-226835) (the “Registration Statement”). The Company will file a final prospectus supplement and the accompanying prospectus with the SEC in connection with the sale of the securities.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement is subject to, and qualified in their entirety by, such agreement, which is incorporated herein by reference.

The legal opinion and consent of Carmel, Milazzo & DiChiara LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.