CO-DIAGNOSTICS, INC. Form 8-K (Aug. 4, 2021)

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated August 4, 2021. Under Item 5.07 the company reports that its annual stockholders' meeting took place virtually on August 4, 2021, with holders of 16,733,102 shares represented, approximately 58% of the outstanding voting shares. Five director nominees were elected; for example, Dwight H. Egan received 9,017,311 votes for and 575,431 withheld. The advisory vote on named executive officer compensation had 8,590,096 votes for, 860,987 against and 141,659 abstentions, and the filing states it was approved but is not binding. Haynie & Company was ratified as independent registered public accounting firm for the fiscal year ending December 31, 2021, with 16,383,975 votes for, 204,320 against and 144,807 abstentions. The signature block carries /s/ Dwight H. Egan, Chief Executive Officer, dated August 5, 2021.

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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): August 4, 2021

CO-DIAGNOSTICS,
INC.

(Exact
name of small business issuer as specified in its charter)

Utah | 001-38148 | 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, $0.001 par value | CODX | Nasdaq
 Capital Market

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
5.07. Submission of Matters to a Vote of Security Holders.

On
August 4, 2021, Co-Diagnostics Inc., a Utah corporation (the “ Company ”), held its virtual 2021 Annual Stockholders’
Meeting (the “ Meeting ”).

As
of the close of business on June 7, 2021, the record date for the determination of stockholders entitled to vote at the Meeting (the
“ Record Date ”), there were 28,879,890 shares of the Company’s common stock, par value $0.001 per share (the
“ Common Stock ”), issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At
the Meeting, the combined holders of 16,733,102 shares of the voting stock entitled to notice of and to vote at the Meeting were represented
in person or by proxy, representing approximately 58% of the outstanding voting shares, and thereby a quorum pursuant to the Utah Revised
Business Corporation Act and the bylaws of the Company was present for the transaction of business at the Meeting. Abstentions and broker
non-votes were counted to determine whether there was a quorum present at the Meeting, but were not considered votes cast for voting
purposes and, therefore, had no effect on any of the proposals presented at the Meeting.

The
final results for each of the matters considered at the Meeting were as follows:

Proposal
1 : The election of five nominees to the Board of Directors:

Name | Votes For | Withheld | Abstentions | Broker Non-Votes
Dwight H. Egan | 9,017,311 | 575,431 | N/A | N/A
Eugene Durenard, PhD | 9,084,671 | 508,071 | N/A | N/A
Edward L. Murphy | 7,528,336 | 2,064,406 | N/A | N/A
Richard S. Serbin | 7,472,875 | 2,119,867 | N/A | N/A
James B. Nelson | 6,972,673 | 2,620,069 | N/A | N/A

Each
director nominee was elected to serve as a director until the Company’s 2022 annual meeting of stockholders, or until such person’s
successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact
that directors are elected by a plurality of the votes cast, votes could only be cast for or withheld from each director nominee.

Proposal
2 : The advisory vote to approve the compensation of the Company’s named executive officers:

Votes For | Votes Against | Abstentions | Broker Non-Votes
8,590,096 | 860,987 | 141,659 | N/A

The
affirmative vote of the holders of a majority of the votes cast at the meeting was required for approval. The proposal was approved.
The vote was merely advisory and not binding on the Company, the Board of Directors, or the Board’s Compensation
Committee.

Proposal
3 : The ratification of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2021:

Votes For | Votes Against | Abstentions | Broker Non-Votes
16,383,975 | 204,320 | 144,807 | N/A

The Board’s appointment
of Haynie & Company as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2021 was ratified by the affirmative vote of a majority of the votes cast at the Meeting. It is non-binding on the Company,
and the Company’s Board of Directors, in its sole discretion, may change such appointment at any time during
the year if it determines that such a change would be in the best interests of the Company and its stockholders.

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:
 August 5, 2021 | By: | /s/
 Dwight H. Egan
Name: | Dwight
 H. Egan
Title: | Chief
 Executive Officer

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