CO-DIAGNOSTICS, INC. Form 8-K (June 10, 2022)

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated June 10, 2022. Under Item 1.01 the company states that it entered into an Amendment to Agreement and Plan of Merger with Advanced Conceptions, Inc. and Richard Abbott as Company Representative, and a separate amendment with Idaho Molecular, Inc. and Kirk Ririe as Company Representative. Each added a section on removing restrictive legends from securities issued in the merger and ties the expiration of certain fundamental representations by the company to that removal. The amendments are Exhibits 2.1 and 2.2, and /s/ Brian Brown, Chief Financial Officer, signed June 16, 2022.

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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): June 10, 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
 1.01 | Entry
 into a Material Definitive Agreement.

On
June 10, 2022, Co-Diagnostics, Inc. (“CODX”) entered into an Amendment to Agreement and Plan of Merger (the “ACI Amendment”)
with Advanced Conceptions, Inc., (“ACI”), and Richard Abbott, as Company Representative for ACI (“Representative”).
Among other things, the ACI Amendment added a new section that addresses the process for removal of certain restrictive legends from
securities issued in the merger of ACI into CODX and now ties the expiration of certain fundamental representations made by CODX to the
removal of the restrictive legends.

On
June 10, 2022, Co-Diagnostics, Inc. entered into an Amendment to Agreement and Plan of Merger (the “IDM Amendment”) with
Idaho Molecular, Inc., (“IDM”), and Kirk Ririe, as Company Representative for IDM (“Representative”). Among other
things, the IDM Amendment added a new section that addresses the process for removal of certain restrictive legends from securities issued
in the merger of IDM into CODX and now ties the expiration of certain fundamental representations made by CODX to the removal of the
restrictive legends.

The
foregoing descriptions of the ACI Amendment and the IDM Amendment do not purport to be a complete description thereof and are qualified
in their entirety by reference to the full text of the amendments, which are attached hereto as Exhibits 2.1 and 2.2, respectively and
are incorporated herein by reference.

Item 9.01 | Financial Statements and Exhibits.
Exhibit
 No. | Description
2.1 | Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative
2.2 | Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative
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: | June
 16, 2022 | By: | /s/
 Brian Brown
Brian
 Brown
Chief
 Financial Officer
(Principal
 Financial and Accounting Officer)

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