CO-DIAGNOSTICS, INC. Form 8-K (Feb. 22, 2021)

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated February 22, 2021. Under Item 5.02, Brian L. Brown, CPA commenced serving as Chief Financial Officer on February 22, 2021. The filing lists earlier roles at A-Core Concrete Cutting, Inc., Sportman's Warehouse Holdings, Inc., FranklinCovey Products and KPMG, LLP. Mr. Brown is to be paid an annual base salary of $235,000, with eligibility for a bonus of up to 10% of base salary, and the company agreed to grant 30,000 Restricted Stock Units, of which 5,000 shares will vest on November 23, 2021 and every six months thereafter until 100% vested. Mr. Brown will replace Mr. Reed L. Benson, Chief Financial Officer since November 2014, who will continue as Secretary and General Counsel.

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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): February 22, 2021

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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.

On
February 22, 2021, Brian L. Brown, CPA commenced serving as the Chief Financial Officer of Co-Diagnostics, Inc., a Utah corporation
(the “ Company ”).

Business
Experience . From July 2020 until February 2021, Mr. Brown (45 years old) served as the Chief Financial Officer of A-Core
Concrete Cutting, Inc. (Murray, Utah) where he his duties included overseeing the company’s accounting and finance departments,
mergers and acquisitions and was responsible for financial forecasting and budgeting. From August 2019 to December 2019, Mr. Brown
served as the Vice President of Accounting, Treasury and Investor Relations at Sportman’s Warehouse Holdings, Inc. (Midvale,
Utah), a public company reporting on Nasdaq Global Select under the symbol SPWH, where his duties included overseeing the company’s
accounting, treasury and investor relations departments, preparing the company’s annual, quarterly and current reports with
the Securities and Exchange Commission (the “ SEC ”) under the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”), overseeing all aspects of the company’s annual audit, including, but not limited to,
the preparation and review of audit support schedules, preparation of financial statements and footnotes, and providing support
to the company’s independent auditors. From October 2009 to August 2019, Mr. Brown served as the Director of Finance of
Sportman’s Warehouse Holdings, Inc. (Nasdaq-GH: SWPH) where he assisted with the Company’s initial public offering
in April 2014 as well as effecting private and secondary public offerings, acquisitions of a group of retail stores and preparing
the company’s periodic and current reports with the SEC under the Exchange Act and complying with the Sarbanes Oxley Act
of 2002, as amended (“ Sarbanes Oxley Act ”). From May 2005 to October 2009, Mr. Brown served as the Corporate
Controller of FranklinCovey Products (Salt Lake City, Utah) where he developed and maintained the company’s internal controls
over financial reporting structure in accordance with the control standards required under Section 404 of the Sarbanes Oxley Act.
From July 2001 to May 2005, Mr. Brown served as an Assurance Senior at KPMG, LLP (Salt Lake City, Utah) where he provided audit
services to various clients in multiple industries. Mr. Brown holds a Bachelor of Arts in Accounting and Masters of Professional
Accountancy from the University of Utah. Mr. Brown is a licensed CPA in Utah.

Compensation .
In consideration for serving as the Chief Financial Officer of the Company, Mr. Brown will paid an annual base salary of $235,000
and be eligible for a bonus equal for up to 10% of his base salary based on the performance of the Company and achievements of
milestones to be established by the Company’s Board of Directors. The Company has also agreed to grant Mr. Brown an aggregate
of 30,000 Restricted Stock Units under the Company’s Amended and Restated 2015 Long Term Incentive Plan, of which 5,000
shares will vest on November 23, 2021 and every six months thereafter until 100% vested.

Mr.
Brown will replace Mr. Reed L. Benson who has served as the Company’s Chief Financial Officer since November 2014. Mr. Benson
will continue serving as the Secretary and General Counsel of the Company.

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:
 February 22, 2021 | By: | /s/
 Dwight H. Egan
Name: | Dwight
 H. Egan

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