Co-Diagnostics (CODX) Proxy filing summary

Executive summary

• Special meeting set for Nov. 13, 2026; a court order sets a 33⅓% quorum for this meeting only, without changing approval thresholds. The Board recommends FOR all nine proposals.

• Record-date voting eligibility covers 8,822,648 common shares outstanding on Oct. 22, 2026, with one vote per share.

Voting matters and shareholder proposals

• Proposals include electing five directors, adding 2,000,000 shares to the 2025 equity plan, advisory say-on-pay, auditor ratification, and a permanent one-third quorum amendment.

• Stockholders are asked to approve exercise of 3,404,724 warrants at $1.56 per share and issuance of shares upon conversion of secured notes under Nasdaq rules.

• Reverse-split authority would allow one or more splits from 1-for-2 through a cumulative 1-for-750 within 12 months after the meeting; the Board may choose not to proceed.

• Proposal 9 would authorize adjournment to solicit additional votes for Proposals 1–8; directors are elected by plurality, and Proposals 2–9 require a majority of votes cast.

Board of directors and corporate governance

• Five nominees—Dwight Egan, Eugene Durenard, Richard Serbin, James Nelson and Edward Murphy—are proposed for one-year terms through the 2027 annual meeting.

• Four of five directors are independent under Nasdaq criteria; the Board met 11 times in 2025, and each director attended more than 75% of Board and committee meetings held.

• Four independent directors serve on audit, compensation, governance and nominating committees; Durenard chairs audit and is the designated audit committee financial expert.

• Director nominations consider experience, education, employment history, skills, participation and diversity factors; shareholder-recommended candidates follow the same evaluation process as other candidates.