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

Summary

Current report on Form 8-K of Co-Diagnostics, Inc. reporting an event dated August 31, 2022. Under Item 5.07 the company reports the votes at its 2022 annual meeting of shareholders. Messrs. Murphy and Serbin were elected as Class I directors; Edward L. Murphy received 8,311,372 votes for and 4,306,748 withheld, and Richard S. Serbin received 8,335,270 for and 4,282,850 withheld. Shareholders approved an amendment to the 2015 Long Term Incentive Plan adding 6,000,000 shares, adopted the advisory compensation resolution, and ratified Haynie & Company as auditor for 2022. /s/ Brian Brown, Chief Financial Officer, signed September 2, 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): August 31, 2022

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 | 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
5.07 Submission of Matters to a Vote of Security Holders

On
August 31, 2022, Co-Diagnostics, Inc. (the “Company”), held its 2022 annual meeting of shareholders at which the following
matters were voted on:

Proposal
No. 1 : A proposal to elect two Class I directors to hold office for a term expiring at the annual meeting of stockholders to be held
in 2025 or until their respective successors are elected and qualified. This proposal was approved and Messrs. Murphy and Serbin were
elected to the board of directors of the Company.

Nominee | Votes For | Votes Withheld | Broker Non-vote
Edward L. Murphy | 8,311,372 | 4,306,748 | 8,737,568
Richard S. Serbin | 8,335,270 | 4,282,850 | 8,737,568

There
were no abstentions with respect to the election of directors.

Proposal
No. 2 : A proposal to approve an amendment to the Co-Diagnostics, Inc. 2015 Long Term Incentive Plan (the “Plan”) to increase
the number of shares of common stock issuable under the plan by 6,000,000 shares. This proposal was approved.

For | Against | Abstain | Broker Non-vote
7,646,908 | 4,863,908 | 107,304 | 8,737,568

Proposal
No. 3 : A proposal to adopt, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named
executive officers, as described in the Proxy Statement under “Executive Compensation.” This proposal was adopted

For | Against | Abstain | Broker Non-vote
11,540,967 | 919,014 | 158,139 | 8,737,568

Proposal
No. 4 : A proposal to ratify the Audit Committee’s appointment of Haynie & Company as the Company’s independent registered
public accounting firm for the year ending December 31, 2022. This proposal was ratified.

For | Against | Abstain | Broker Non-vote
20,879,301 | 298,712 | 177,675 | -

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:
 September 2, 2022 | By: | /s/
 Brian Brown
Name: | Brian
 Brown
Title: | Chief
 Financial Officer (Principal
 Financial and Accounting Officer)

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