Co-Diagnostics, Inc. filed a Definitive Proxy Statement on October 26, 2026, soliciting shareholder votes for a court-ordered Special Meeting scheduled for November 13, 2026 at 7:30 a.m. Mountain Time at the company's Salt Lake City offices.

Key Highlights

  • Court-ordered meeting: The Special Meeting was called pursuant to an order entered October 15, 2026 by the Business and Chancery Court of the State of Utah under Utah Code § 16-10a-703.
  • Reduced quorum standard: The Court Order sets the quorum at one-third (33 1/3%) of votes entitled to be cast by the applicable voting group for this Special Meeting only.
  • New warrants approval sought: Shareholders are asked to approve the potential exercise of new warrants to purchase an aggregate of 3,404,724 shares of common stock at an exercise price of $1.56 per share, issued August 3, 2026 under a warrant inducement agreement dated July 30, 2026.
  • Reverse stock split authorization: A proposal would authorize a reverse split at a ratio of not less than 1-for-2, with the cumulative effect of all such splits not to exceed 1-for-750, to be determined by the Board within twelve months following the Special Meeting.
  • Record date: Only stockholders of record at the close of business on October 22, 2026 are entitled to vote.
  • Board recommendation: According to the filing, the Board of Directors unanimously recommends a vote "FOR" all proposals.

Nine Proposals Covering Directors, Equity Plan, Warrants, and Governance at Co-Diagnostics Special Meeting

According to the filing, Co-Diagnostics, Inc. (NASDAQ:CODX) is holding the Special Meeting following a Utah court order directing the company to convene a shareholder vote. The proxy statement discloses nine separate proposals on which shareholders will be asked to act. These include electing five directors to serve until the next annual meeting, approving an increase in shares authorized under the 2025 Co-Diagnostics, Inc. Equity Incentive Plan, and an advisory vote on named executive officer compensation.

The filing also discloses that shareholders will vote on ratifying Tanner LLC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, and on an amendment to the Articles of Incorporation that would codify the one-third quorum standard established by the Court Order. Two separate Nasdaq-related proposals are included: one covering the exercise of the new warrants totaling 3,404,724 shares at $1.56 per share, issued pursuant to the warrant inducement agreement dated July 30, 2026, and one covering the issuance of shares upon conversion of secured convertible notes described in the proxy statement, both requiring approval under Nasdaq Listing Rule 5635(d).

The reverse stock split proposal, as described in the filing, would allow the Board to effect one or more splits at ratios ranging from 1-for-2 up to a cumulative maximum of 1-for-750, at any time within twelve months of the Special Meeting, without further stockholder approval. Shareholders may vote by Internet, telephone, or proxy card. The proxy materials were first mailed to stockholders on or about October 27, 2026, according to the filing.

What Was Disclosed

Co-Diagnostics filed a Definitive Proxy Statement for a court-ordered Special Meeting on November 13, 2026, covering nine proposals including director elections, warrant exercise approval, secured note conversions, and a reverse stock split authorization, with record date of October 22, 2026.