CO-DIAGNOSTICS, INC. Form 8-K (Oct. 30, 2020)

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated October 30, 2020. Under Item 4.02 the board of directors and executive management determined, in consultation with Haynie & Company, that the interim financial statements for the quarter ended June 30, 2020 in the Form 10-Q filed on August 13, 2020 could no longer be relied upon. A prepayment for inventory received after June 30, 2020 was recorded as cost of revenue instead of as a prepaid expense, so prepaid expenses were understated and cost of revenue overstated by $2,369,369. Correcting the error will increase net income by $2,369,369 and basic and diluted net income per common share by $0.08. The company plans to file Amendment No. 1 on Form 10-Q/A, and /s/ Dwight H. Egan signed November 2, 2020.

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
8-K

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of the

Securities
Exchange Act of 1934

Date
of report (Date of earliest event reported): October 30, 2020

CO-DIAGNOSTICS,
 INC.
(Exact
 name of small business issuer as specified in its charter)
Utah | 1-38148 | 46-2609363
(State
 or other jurisdiction of | (Commission | (IRS
 Employer
incorporation
 or organization) | File
 Number) | Identification
 Number)

2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109

(Address
of principal executive offices)

(801)
438-1036

(Issuer’s
telephone number)

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

[ ] | Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] | Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] | Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] | Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities
registered pursuant to Section 12(b) of the Act:

Title
 of each class | Trading
 Symbol(s) | Name
 of each exchange on which registered
Common
 Stock, par value $0.001 per share | CODX | NASDAQ-CM

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company [X]

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item
4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On
October 30, 2020, the Board of Directors of Co-Diagnostics, Inc. (the “ Company ”) and executive management determined,
in consultation with the Company’s independent public accounting firm, Haynie & Company (“ Haynie ”),
that the Company’s interim financial statements for the quarterly period ended June 30, 2020 included in the Company’s
Form 10-Q for the quarterly period ended June 30, 2020 filed with the U.S. Securities and Exchange Commission (“ SEC ”)
on August 13, 2020 (the “ Original Filing ”) could no longer be relied upon. Specifically, during the course
of the financial statements closing process subsequent to the period ended June 30, 2020, the Company’s Chief Executive
Officer and Chief Financial Officer (collectively, the “ Management ”) discovered that a prepayment for inventory
received after June 30, 2020 was incorrectly recorded in the Original Filing as cost of revenue instead of as a prepaid expense
during the quarterly period ended June 30, 2020, resulting in prepaid expenses being understated by $2,369,369 and cost of revenue
being overstated by $2,369,369. The impact of correcting this error will increase the Company’s prepaid expenses and net
income by $2,369,369, decrease cost of revenue by $2,369,369 and increase basic and diluted net income per common share by $0.08
as of and for the three and six months ended June 30, 2020.

The
Company plans to file Amendment No. 1 on Form 10-Q/A for the quarterly period ended June 30, 2020 with SEC (the “ Amended
Report ”) as soon as practicable and prior to the filing of its Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2020. The following sections in the Original Filing are expected to be revised in the Amended Report, solely
as a result of, and to reflect, the restatement:

● | Part
 I – Item 1. Financial Information
● | Part
 I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
● | Part
 I – Item 4. Controls and Procedures
● | Part
 II – Item 6. Exhibits and Signatures

The
Company has provided Haynie with a copy of the disclosures contained in this Form 8-K and has requested that Haynie furnish to
the Company a letter addressed to the SEC stating whether Hayne agrees with the statements contained herein and, if not, stating
the respects in which it does not agree. A copy of Haynie’s letter concurring with the statements contained herein is attached
as Exhibit 7.1 to this Form 8-K.

Item
 7.01 Regulation FD Disclosure.

On
November 2, 2020, the Company issued a press release announcing the information discussed in Item 4.02 of this Form 8-K.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item
9.01 Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
 No.: | Description:
7.1 | Letter,
 dated November 2, 2020, from Haynie & Company to the U.S. Securities and Exchange Commission
99.1 | Press
 Release, dated November 2, 2020

SIGNATURE

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

CO-DIAGNOSTICS,
 INC.
Date:
 November 2, 2020 | By: | /s/
 Dwight H. Egan
Name: | Dwight
 H. Egan
Title: | Chief
 Executive Officer (Principal
 Executive Officer)

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