CO-DIAGNOSTICS, INC. Form 8-K (March 31, 2022)

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated March 31, 2022. Under Item 5.03 the Board of Directors adopted amended and restated bylaws on and effective as of March 31, 2022. The filing states that, among other things, they permit the creation of a classified board of directors, reduce the quorum requirement for stockholder meetings, provide detailed requirements for shareholder proposals and board nominations, allow for indemnification of officers and directors, and eliminate shareholder action by written consent. The bylaws are Exhibit 3.1, and /s/ Brian Brown, Chief Financial Officer, signed April 1, 2022.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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): March 31, 2022

CO-DIAGNOSTICS,
INC.

(Exact
name of registrant as specified in its charter)

Utah | 001-38148 | 46-2609363
(State
 or other jurisdiction of
 incorporation) | (Commission File
 Number) | (IRS
 Employer Identification
 No.)

2401
S. Foothill Drive , Suite D

Salt
Lake City , UT 84109

(Address
of principal executive offices, including Zip Code)

Registrant’s
telephone number, including area code: (801) 438-1036

N/A

(Former
name or former address, if changed since last report)

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 | The 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 ☒

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
 5.03 | Amendments
 to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)
On and effective as of March 31, 2022, the Board of Directors (the “Board”) of Co-Diagnostics, Inc. (the “Company”)
adopted amended and restated bylaws for the Company (the “Amended and Restated Bylaws”). Among other things, the Amended
and Restated Bylaws permit the creation of a classified board of directors, reduce the quorum requirement for stockholder meetings, provide
detailed requirements for shareholder proposals and board nominations; allow for indemnification of officers and directors and other
Company representees, and eliminate shareholder action by written consent. The foregoing summary of the Amended and Restated Bylaws is
qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to
this report and is hereby incorporated by reference into this Item 5.03.

Item
9.01 | Financial
Statements and Exhibits.
Exhibit
 No. | Description
3.1 | Amended and Restated Bylaws of Co-Diagnostics, Inc.
104 | Cover
 Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: | April
 1, 2022 | By: | /s/
 Brian Brown
Brian
 Brown
Chief
 Financial Officer
(Principal
 Financial and Accounting Officer)

File and source

File

SEC_CODX_8-K_filed2022-04-01_0001493152-22-008865.htm

Size

40,892 bytes

SHA-256

47c6486f19a70a82e1a096fbfbf96e4cabe45848e1a002dd2ababdac7ffb2728

Our copy

SEC_CODX_8-K_filed2022-04-01_0001493152-22-008865.htm

Original

www.sec.gov