[SCHEDULE 13G] Co-Diagnostics, Inc. SEC Filing

Rhea-AI Filing Summary

Orca Capital AG reported beneficial ownership of 4,809,500 shares of Co-Diagnostics, Inc. (CODX), representing 9.9% of the company's common stock. The filing states Orca Capital has sole voting and dispositive power over all 4,809,500 shares and that the percentage is calculated using an outstanding share count of 48,142,582 after a registered offering noted in the issuer's prospectus.

The statement is submitted on a Schedule 13G format and includes a certification that the holdings were not acquired to change or influence control of the issuer.

Positive

• Material ownership disclosed: Orca Capital AG holds 4,809,500 shares, representing 9.9% of CODX common stock.
• Sole voting and dispositive power: The filer reports exclusive control to vote and dispose of these shares.
• Filed on Schedule 13G: The declaration and certification indicate the position is reported as passive under the applicable rule.

Negative

• None.

Insights

Financial Analyst

TL;DR: A 9.9% passive stake by Orca Capital is material but below typical control thresholds; it could affect liquidity and shareholder composition.

Orca Capital's reported ownership of 4,809,500 shares equal to 9.9% of CODX is a material disclosure because it exceeds 5% and approaches double-digit ownership, which investors monitor for influence and potential future activity. The filing on Schedule 13G and the certification that the position is not intended to change control indicate a passive investment profile under applicable rules. Sole voting and dispositive power over the shares gives Orca clear unilateral authority over how those shares are voted and sold, which is relevant for proxy outcomes or block trades.

Corporate Governance Expert

TL;DR: Reporting a 9.9% stake with sole voting power is governance-relevant but consistent with a passive investor filing under Schedule 13G.

The filing confirms Orca Capital AG is a non-U.S. entity (Germany) holding 4,809,500 shares with sole voting and dispositive authority. Because the filer used Schedule 13G rather than Schedule 13D, the disclosure signals a passive intent rather than an activist or control-seeking strategy. For governance monitoring, the near-10% stake warrants attention from the board and other investors but does not automatically imply control or a change in corporate governance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Co-Diagnostics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

189763105

(CUSIP Number)

09/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 189763105

1

Names of Reporting Persons

Orca Capital AG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 4,809,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 4,809,500.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,809,500.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 48,142,582 shares of Common Stock outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on September 18, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Co-Diagnostics, Inc.
(b)	Address of issuer's principal executive offices: 2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Common Stock, par value $0.001 per share
(e)	CUSIP No.: 189763105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 4,809,500
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 4,809,500
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 4,809,500
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	09/18/2025

FAQ

How many CODX shares does Orca Capital AG report owning?

Orca Capital AG reports owning 4,809,500 shares of Co-Diagnostics, Inc. common stock.

What percentage of CODX does Orca Capital AG's holding represent?

The filing states the holding represents 9.9% of the outstanding common stock (based on 48,142,582 shares).

Does Orca Capital AG have voting control over the shares?

Yes, the filing reports sole voting power and sole dispositive power for all 4,809,500 shares.

Was this position filed as passive or control-seeking?

The statement was filed on Schedule 13G with a certification that the securities were not acquired to change or influence control, indicating a passive position.

What is the address and citizenship of the filer?

Orca Capital AG is listed with an address at Sperlring 2, 85276 Hettenshausen, Deutschland and citizenship Germany.