科代诊断美股招股说明书(2025-10-28版)

Co-Diagnostics, Inc.12,002,272 Shares of Common Stock725,000 Pre-Funded Warrants to purchase 725,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering in a registered direct offering to certainpurchasers 12,002,272 shares of our common stock, $0.001 par value per share (“Common Stock”), at a purchase price of $0.55 pershare of Common Stock pursuant to a securities purchase agreement, dated October 28, 2025. We are also offering 725,000 pre-funded warrants to purchase shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”) tothose purchasers whose purchase of shares of Common Stock in this offering would result in the purchaser, together with its affiliatesand certain related parties, beneficially owning more than 9.99% of our outstanding Common Stock following the consummation ofthis offering. Each Pre-Funded Warrant will be exercisable for one share of Common Stock at an exercise price of $0.0001 per share.The public offering price for each such Pre-Funded Warrant is $0.5499. Each Pre-Funded Warrant will be exercisable upon issuanceand may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This prospectus also relates to the offeringof the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. We are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement ofwhich this prospectus supplement and the Prospectus form a part. The aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is approximately $57,081,166.38, which was calculated based onapproximately 45,302,513 shares of our outstanding common stock held by non-affiliates on October 27, 2025 at a price of $1.26 pershare, the closing price of our Common Stock on October 27, 2025. During the 12 calendar months prior to, and including, the date ofthis prospectus supplement, we have sold approximately $5,559,770 of securities pursuant to General Instruction I.B.6 of Form S-3.As a result, we are currently eligible to offer and sell up to an aggregate of approximately $13,467,285.72 of our securities pursuant toGeneral Instruction I.B.6 of Form S-3. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “CODX.” On October 27, 2025, the last reported saleprice of our Common Stock on The Nasdaq Capital Market was $1.26 per share. We have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” or the “placement agent”) to use its reasonable bestefforts to solicit offers to purchase our Common Stock in this offering. The placement agent has no obligation to purchase any of thesecurities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. We have agreed topay the placement agent the placement agent fees set forth in the table below. See “Plan of Distribution” in this prospectus supplementfor more information. (1)Represents a cash fee equal to 7.0% of the aggregate gross proceeds raised in the offering. We have also agreed to reimburse theplacement agent for certain expenses in connection with this offering. See “Plan of Distribution” beginning on page S-11 of thisprospectus supplement for a description of the compensation to be received by the placement agent. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certainreduced reporting requirements for this prospectus supplement and may elect to do so in future filings. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement, page S-ii of the accompanying prospectus, the “Risk Factors” section in our most recent Annual Report on Form10-K, which is incorporated by reference into this prospectus supplement and the Prospectus, and under similar headings inthe other documents that are filed after the date hereof and incorporated by reference into this prospectus supplement and theProspectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the Prospectus. Any representation to thecontrary is a criminal offense. We anticipate that delivery of the shares of Common Stock offered hereby against payment on or about October 29, 2025, subject tosatisfaction of customary closing conditions. Maxim Group LLC The date of this prospectus supplement is October 28, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUSS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-7CAPITALIZATIONS-8DILUTIONS-9DESCRIPTION OF SECURITIES THAT WE ARE OFFERINGS-10PLAN OF DISTRIBUTIONS-11LEGAL MATTERSS-13EXPERTSS-13WHERE YOU CAN FIND ADDITIONAL INFORMATIO