Co-Diagnostics, Inc. Announces Pricing of $3.8 Million Registered Direct Offering of Common Stock Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

Co-Diagnostics (NASDAQ:CODX) has announced a registered direct offering of 9,619,000 shares of common stock priced at $0.40 per share, aiming to raise approximately $3.8 million in gross proceeds. The offering is priced at-the-market under Nasdaq rules and is expected to close around September 18, 2025.

The molecular diagnostics company plans to use the proceeds for working capital and general corporate purposes. Maxim Group LLC is serving as the sole placement agent for the offering, which is being conducted under an effective S-3 shelf registration statement.

Positive

• Raises $3.8 million in additional capital for working capital and corporate purposes

Negative

• Significant dilution with 9,619,000 new shares being issued
• Low share price of $0.40 indicates potential financial distress

Insights

Financial Analyst

Co-Diagnostics raising $3.8M through equity offering at significant discount, indicating potential financial pressure and diluting existing shareholders.

Co-Diagnostics is raising $3.8 million through a registered direct offering of 9,619,000 shares priced at $0.40 per share. This at-the-market offering under Nasdaq rules raises several important considerations. First, the pricing at $0.40 likely represents a significant discount to recent trading prices, which typically indicates financial pressure. The company plans to use proceeds for "working capital and general corporate purposes," suggesting this is primarily about bolstering the balance sheet rather than funding specific growth initiatives.

The substantial share count being issued (9.6+ million shares) signals meaningful dilution for existing shareholders. For context, this level of issuance often represents a double-digit percentage increase in outstanding shares, depending on the company's current float. Notably, this offering is being conducted under an existing shelf registration (declared effective April 2023), indicating the company had anticipated potential capital needs.

The involvement of institutional investors could be interpreted as a positive sign of confidence, though the pricing suggests these institutions demanded favorable terms. Maxim Group's role as sole placement agent is standard for this transaction type. The offering's expected closing by September 18th indicates urgency in securing these funds. While this capital infusion provides short-term financial flexibility, the dilutive impact and pricing terms suggest challenging conditions that warrant careful assessment of the company's underlying business trajectory and cash burn rate.

SALT LAKE CITY, Sept. 17, 2025 /PRNewswire/ -- Co-Diagnostics, Inc. (Nasdaq: CODX) (the "Company" or "Co-Dx"), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, today announced that it has entered into a securities purchase agreement with several institutional investors for the purchase and sale of 9,619,000 shares of common stock at an offering price of $0.40 per share, in a registered direct offering priced at-the-market under Nasdaq rules (the "Offering").

The gross proceeds to the Company from the Offering are estimated to be approximately $3.8 million before deducting the placement agent's fees and other estimated offering expenses. The Company intends to use proceeds from the Offering for working capital and general corporate purposes. The Offering is expected to close on or about September 18, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the Offering.

The shares of common stock are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-270628), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on April 6, 2023. The Offering will be made only by means of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About Co-Diagnostics, Inc.:

Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets state-of-the-art diagnostics technologies. The Company's technologies are utilized for tests that are designed using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests for its Co-Dx PCR at-home and point-of-care platform and to identify genetic markers for use in applications other than infectious disease.

Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements regarding the closing of the  Offering and anticipated use of proceeds. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements, including but not limited to risks related to the closing of the Offering and other risks described in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements are based on current expectations and assumptions, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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SOURCE Co-Diagnostics

FAQ

What is the price per share for CODX's September 2025 offering?

Co-Diagnostics is offering shares at $0.40 per share in a registered direct offering priced at-the-market under Nasdaq rules.

How much money is CODX raising in their 2025 stock offering?

Co-Diagnostics aims to raise approximately $3.8 million in gross proceeds before deducting placement agent fees and other offering expenses.

How many shares is Co-Diagnostics (CODX) offering in September 2025?

Co-Diagnostics is offering 9,619,000 shares of common stock in the registered direct offering.

When will CODX's 2025 registered direct offering close?

The offering is expected to close on or about September 18, 2025, subject to customary closing conditions.

Who is the placement agent for Co-Diagnostics' 2025 stock offering?

Maxim Group LLC is acting as the sole placement agent for the offering.