Co-Diagnostics (CODX) Proxy filing summary

Executive summary

• Special Meeting called to approve three proposals: warrant exercise, reverse stock split, and adjournment authority.

• Board unanimously recommends voting in favor of all proposals.

• Proposals aim to support capital structure flexibility, compliance with Nasdaq, and potential future financings.

Voting matters and shareholder proposals

• Proposal 1: Approve exercise of new warrants for up to 3,404,724 shares at $1.56 per share, issued August 3, 2026.

• Proposal 2: Approve reverse stock split at a ratio between 1-for-2 and 1-for-50, ratio and timing at Board's discretion within 12 months.

• Proposal 3: Approve adjournment or postponement of the meeting to solicit additional votes if needed.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes do not affect outcomes.

• No dissenters' rights are available for any proposal.

Board of directors and corporate governance

• Board retains discretion on reverse stock split ratio and timing.

• Directors and executive officers have no substantial interests in the proposals beyond their shareholdings.

• Stockholder communications with the Board are facilitated via confidential email.