Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 30, 2026, Co-Diagnostics, Inc. (the "Company") entered into an inducement agreement (the "Inducement Letter") with certain holders (the "Holders") of certain of the Company's existing warrants to purchase up to an aggregate of 1,702,362 shares of the Company's common stock originally issued on May 21, 2026, with a five-year term at an exercise price of $1.571 per share (the "Existing Warrants").

Pursuant to the Inducement Letter, the Holders agreed to exercise for cash the Existing Warrants to purchase an aggregate of 1,702,362 shares of the Company's common stock at an exercise price of $1.571 per share in consideration of the Company's agreement to issue new common stock purchase warrants (the "New Warrants"), as described below, to purchase up to an aggregate of 3,404,724 shares of the Company's common stock (the "New Warrant Shares") at an exercise price of $1.56 per share. The New Warrants are not exercisable until the Company obtains stockholder approval of the exercise of the New Warrants in accordance with applicable rules of The Nasdaq Stock Market ("Nasdaq"). The Company expects to receive aggregate gross proceeds of approximately $2.67 million from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses payable by the Company.

Also on July 30, 2026, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC (the "Placement Agent") pursuant to which it acted as the Company's exclusive placement agent in connection with the transactions contemplated by the Inducement Letter. The Company has agreed to pay the Placement Agent (i) a cash fee equal to 7.0% of the aggregate gross proceeds received from the Holders' exercise of the Existing Warrants and (ii) reimbursement of the Placement Agent's reasonable expenses, including without limitation, fees and disbursements of the Placement Agent's counsel, incurred in connection with the transactions contemplated by the Inducement Letter in an amount equal to $50,000. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about August 3, 2026 (the "Closing Date"), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from these transactions for general corporate purposes.

The resale of the shares of the Company's common stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-3 (File No. 333-296312), declared effective by the Securities and Exchange Commission (the "SEC") on May 29, 2026.

The Company also agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is not then S-3 eligible) providing for the resale of the shares of common stock underlying the New Warrant (the "New Warrant Shares") issued or issuable upon the exercise of the New Warrants (the "Resale Registration Statement"), as soon as practicable after the Closing Date (and in any event within thirty (30) calendar days of the date of the Inducement Letter), and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty (60) calendar days following the date of the Inducement Letter (or within ninety (90) calendar days following the date of the Inducement Letter in case of "full review" of the Resale Registration Statement by the SEC) and to keep the Resale Registration Statement effective at all times until the earlier of such time that (i) no holder of the New Warrants owns any New Warrants or New Warrant Shares or (ii) the New Warrant Shares are eligible for sale under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions. In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until August 31, 2026.

The Company also agreed to use its reasonable best efforts to hold a special meeting of stockholders on or prior to the date that is ninety (90) days after the date of the Inducement Letter for the purpose of obtaining stockholder approval of the exercise of the New Warrants in accordance with applicable Nasdaq rules. If the Company does not obtain stockholder approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek stockholder approval until the earlier of the date on which stockholder approval is obtained or the New Warrants are no longer outstanding.