Co-Diagnostics (CODX) Registration filing summary

Company overview and business model

• Develops, manufactures and sells reagents and molecular diagnostic tests using proprietary Co-Primers PCR design to reduce primer-dimer amplification and false positives.

• Products target infectious diseases and genetic traits; cleared tests are for clinical labs, while the Co-Dx PCR platform for point-of-care and at-home use remains under FDA review.

• Co-Dx PCR Flu A/B, COVID-19 and RSV multiplex test clinical performance studies are underway, following withdrawal of the earlier COVID-19 510(k) submission.

• Technology is protected by more than 20 granted or pending U.S. and foreign patents, plus trade secrets and copyrights; test sales may include third-party diagnostic equipment.

Use of proceeds and capital allocation

• No proceeds from selling-stockholder resales will accrue to the issuer; the selling stockholder receives net sale proceeds, while the issuer pays registration costs and expenses.

• Astor funded $2.1 million initially under a loan facility of up to $3.1 million; a further $1.0 million may be borrowed subject to conditions, with initial net cash proceeds of ~$2.016 million before other transaction expenses.

• ATM proceeds are directed to a controlled deposit account: initially, the first $1.0 million goes to Astor; thereafter proceeds are allocated between note repayment and the issuer under a weekly waterfall.

Risk factors and disclosures

• Resales and conversion dilution may increase selling pressure, encourage short sales and depress the common-stock price; future equity or convertible issuances may cause further dilution.

• Notes are secured by a senior-priority lien on substantially all assets; default triggers acceleration, a 20% principal increase and 19% annual default interest, compounded daily.

• Commercialization of the point-of-care and at-home platform depends on regulatory approval; the filing cautions that approval and successful commercialization are not assured.

• Common-stock issuance limits, ownership caps and possible cash make-whole payments apply to note conversions; resale registration covers up to 200% of specified potential conversion and commitment shares.