Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2020, Co-Diagnostics, Inc. (the "Company") entered into Securities Purchase Agreements (the "Purchase Agreement") with certain institutional investors (the "Investors") for the sale by the Company of 3,448,278 shares (the "Common Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $1.45 per share in a registered direct offering. The aggregate gross proceeds for the sale of the Common Shares is expected to be approximately $5,000,000. The closing of the offering is expected to occur on or about January 28, 2020, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. LLC, is acting as the exclusive lead placement agent in connection with the offering and Maxim Group LLC is a co-placement agent in connection with the offering. The Company has agreed to pay the placement agents an aggregate fee equal to 8.0% of the gross proceeds received by the Company from the sale of the securities in the offering. The Company also agreed to pay the lead placement agent $50,000 for non-accountable expenses and $12,900 for clearing expenses.

The net proceeds to the Company from the offering, after deducting the placement agents' fees and offering expenses, are expected to be approximately $4,537,000. The Company intends to use the net proceeds from the offering for further commercialization and expansion of its infectious disease testing, agrigenomics, and vector control verticals, acceleration of sales and technology licensing activities, ongoing development of additional applications for its technology in markets related to liquid biopsy and next-gen sequencing, and for working capital and other general corporate purposes.

The Common Shares sold in the offering were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, that was originally filed on August 14, 2018 and declared effective by the Securities and Exchange Commission ("SEC") on September 7, 2018, and the base prospectus contained therein (File No. 333-226835) (the "Registration Statement"). The Company will file a final prospectus supplement and the accompanying prospectus with the SEC in connection with the sale of the securities.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. The form of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement is subject to, and qualified in their entirety by, such agreement, which is incorporated herein by reference.

The legal opinion and consent of Carmel, Milazzo & DiChiara LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 8.01. Other Events.

On January 24, 2020, the Company issued a press release announcing the sale of the Common Stock described above under Item 1.01 of this Current Report on Form 8-K.

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the United States Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibit No.                             Description.

        5.1         Opinion of Carmel, Milazzo & DiChiara LLP
       10.1         Form of Securities Purchase Agreement, dated January 23,
                  2020.
       23.1         Consent of Carmel, Milazzo & DiChiara LLP (included in the
                  opinion of Carmel, Milazzo & DiChiara LLP as Exhibit 5.1)
       99.1         Press Release, dated January 24, 2020

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