Co-Diagnostics Inc. (NASDAQ: CODX) announced a securities purchase agreement with institutional investors for a $3 million private placement. The molecular diagnostics company will sell 1,647,447 shares of common stock and warrants to purchase up to 3,294,894 additional shares.

The combined offering price for each share and accompanying warrant is $1.821. The warrants carry an exercise price of $1.571 per share, are exercisable immediately upon issuance, and expire five years from the issuance date.

The offering is expected to close on or about May 21, 2026, subject to customary closing conditions. Maxim Group LLC serves as the sole placement agent for the transaction.

The securities are being sold through a private placement under Section 4(a)(2) of the Securities Act of 1933 and Regulation D. The securities have not been registered under the Securities Act and cannot be resold in the United States without registration or an applicable exemption. Co-Diagnostics agreed to file a registration statement with the Securities and Exchange Commission for the resale of the securities.

Co-Diagnostics develops, manufactures and markets molecular diagnostics technologies for tests designed to detect nucleic acid molecules. The Utah-based company uses its proprietary technology for its Co-Dx PCR at-home and point-of-care platform, subject to regulatory review.