Current Report Filing (8-k)
November 01 2018 - 6:28AM
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): October 24, 2018
CO-DIAGNOSTICS,
INC.
(Exact
name of registrant as specified in its charter)
Utah
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1-38148
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46-2609363
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109
(Address
of principal executive offices and zip code)
(801)
438-1036
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
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).
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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
On
October 24, 2018, Co-Diagnostics, Inc. (the “Company”) received a letter (the “Notice”) from the Listing
Qualifications staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive
business days prior to the date of the letter, the market value of the Company’s listed securities was less than $35 million,
which does not meet the requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2)
(the “Market Value Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided the Company with
180 calendar days, or until April 23, 2019, to regain compliance with the Market Value Rule. If the Company regains compliance
with the Market Value Rule, Nasdaq will provide written confirmation to the Company and close the matter.
The
Notice does not result in the delisting of the Company’s common stock from The Nasdaq Capital Market. To regain compliance
with the Market Value Rule, the market value of the Company’s listed securities must meet or exceed $35 million for a minimum
of ten consecutive business days during the 180-day grace period ending on or before April 23, 2019. The Company could also regain
compliance with Nasdaq’s alternative continued listing requirements by having stockholders’ equity of $2.5 million
or more, or net income from continuing operations of $500,000 in the most recently completed fiscal year.
In
the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional
compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares
and all other initial listing standards for the Nasdaq Capital Market, and provides written notice to Nasdaq of its intent to
cure the deficiency during this second compliance period.
Item
7.01. Regulation FD Disclosure.
On
October 30, 2018, the Company issued a press release announcing the License Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. Information contained in or accessible through any website reference
in the press release is not part of, or incorporated by reference in, this Current Report on Form 8-K, and the inclusion of such
website addresses in this Current Report on Form 8-K by incorporation by reference of the press release is as inactive textual
references only.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Information contained on or accessible through any website reference in the press release is not part of, or incorporated by reference
in, this Current Report on Form 8-K, and the inclusion of any such website address in this Current Report on Form 8-K by incorporation
by reference of the press release is as an inactive textual reference only.
Item 9.01
Financial Statements and Exhibits.
SIGNATURES
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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Dated:
October 31, 2018
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/s/
DWIGHT H. EGAN
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By:
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Dwight
H. Egan, President/CEO
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