UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed
by the Registrant [X]
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Filed
by a Party other than the Registrant [ ]
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Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive
Proxy Statement
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[ ]
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Definitive
Additional Materials
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[ ]
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Soliciting
Material under §240.14a-12
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CO-DIAGNOSTICS,
INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X] No
fee required.
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[ ]
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate number of
securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set
forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate
value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid
previously with preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously.
Identify
the previous filing by registration statement number or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or
Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109
(801)
438-1036
codiagnostics.com
2019
PROXY STATEMENT AND
NOTICE
OF ANNUAL MEETING
August
30, 2019
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10:00
A.M. (Mountain)
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CO-DIAGNOSTICS,
INC.
2401
S. Foothill Drive
Suite
D
Salt
Lake City, Utah 84109
(801)
438-1036
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held on August 30, 2019
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Co-Diagnostics, Inc. (the “Company”)
will be held at the Company’s offices, located at 2401 S. Foothill Drive Suite D Salt Lake City, Utah 84109 on August 30,
2019 at 10:00 A.M. Mountain Time, for the following purposes, all of which are discussed in greater detail in the accompanying
proxy statement:
1.
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To
elect the five director nominees named in the accompanying proxy statement to serve until the 2020 annual meeting of stockholders
and until successors are duly elected or until the earliest of their removal or resignation;
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2.
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To
ratify the appointment of Haynie & Company as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2019; and
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3.
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To
transact such other business as may properly come before the meeting or any adjournment thereof.
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Only
those stockholders of record as of the close of business on August 2, 2019, the record date for the Annual Meeting, will be entitled
to vote at the Annual Meeting and any adjournments or postponements thereof.
You
are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need
to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you received
paper copies of the proxy materials, or follow the instructions below to submit your proxy over the Internet.
Your
vote is important to us and to our business. Whether or not you plan to participate in the Annual Meeting, we encourage you to
read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible.
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BY
ORDER OF THE BOARD OF DIRECTORS,
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Dwight
H. Egan
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Chairman
of the Board and Chief Executive Officer
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Salt
Lake City, Utah
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August
9, 2019
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PROXY
SUMMARY
This
summary highlights certain information contained elsewhere in the accompanying proxy statement, but does not contain all of the
information you should consider before voting your shares. For more complete information regarding the proposals to be voted upon
at the Annual Meeting of Stockholders and our fiscal year 2018 performance, please review the entire proxy statement and our Annual
Report on Form 10-K, as amended, for the fiscal year ended December 31, 2018. Unless the context indicates otherwise, we use the
terms “Co-Diagnostics” and “our” in this summary to refer to Co-Diagnostics, Inc.
Annual
Meeting
Date:
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August
30, 2019
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Time:
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10:00
A.M. (Mountain Time)
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Location:
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2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109
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Record
Date:
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Holders
of our common stock at the close of business on August 2, 2019
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Voting
Matters
Proposals
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Required
Approval
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1. Election of directors
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Plurality of Votes Present
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2. Ratification of Auditors
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Majority of Votes Cast
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3. Other matters
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Majority of Votes Cast
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Director
Nominees (see page 8)
The
following table contains information about the five (5) candidates who have been nominated for election to the Board of Directors
of Co-Diagnostics. Each nominee (except James Nelson) is currently a director of Co-Diagnostics.
Name
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Age
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Director
Since
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Principal
Occupation
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Dwight
H. Egan
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64
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2013*
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Chief
Executive Officer and Chairman of the Board
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Eugene
Durenard
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53
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2019
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Director
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Edward
L. Murphy
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56
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2019
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Director
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Richard
S. Serbin
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74
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2017
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Director
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James
Nelson
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66
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-
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New
Nominee
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M
Member
C
Chairperson
Financial Expert
*
Mr. Egan served on the Board of Directors of Co-Diagnostics, Inc. from 2013 to 2017 before it became a publicly-traded
company.
2401
S. Foothill Drive
Suite
D
Salt
Lake City, Utah 84109
(801)
438-1036
www.codiagnostics.com
PROXY
STATEMENT
This
proxy statement (this “Proxy Statement”) is being furnished to holders of common stock, $0.001 par value per share,
of Co-Diagnostics, Inc. (“Co-Diagnostics,” “the Company,” “we,” “our,” and “us”)
beginning on August 2, 2019 in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board
of Directors” or the “Board”) to be used at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”)
to be held on August 30, 2019 at 10:00 A.M. (Mountain Time) and at any postponement or adjournment thereof. The Annual Meeting
will be a completely “virtual meeting” of stockholders. You are invited to attend the Annual Meeting to vote on the
proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you
may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials, or follow the
instructions below to submit your proxy over the Internet.
Our
Board is asking you to vote your shares by completing, signing and returning the accompanying proxy card. If you attend the Annual
Meeting in person, you may vote at the Annual Meeting even if you have previously returned a proxy card. Please note, however,
that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must
obtain a proxy issued in your name from that record holder as described in more detail below.
Please
read this Proxy Statement carefully then vote your shares promptly by telephone, by Internet or by signing, dating and returning
your proxy card.
ABOUT
THE ANNUAL MEETING OF STOCKHOLDERS
What
is the purpose of the Annual Meeting?
The
following matters will be presented for stockholder consideration and voting at the Annual Meeting:
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the
election of directors;
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the
ratification of Haynie & Company as our independent registered public accounting firm for the year ending December 31,
2019; and
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such
other business as may properly come before the meeting or any adjournment thereof.
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Who
is entitled to vote?
Only
our stockholders of record at the close of business on the record date for the meeting, August 2, 2019, are entitled to vote at
the Annual Meeting. As of July 30, 2019, we had 17,118,766 shares of common stock issued and outstanding.
How
many votes do I have?
Each
share of our common stock that you own as of August 2, 2019 entitles you to one vote.
Can
I access the proxy materials electronically?
Yes.
This Proxy Statement is available online at
www.codiagnostics.com
and on the SEC website.
How
can I attend the Annual Meeting?
Stockholders
may attend the Annual Meeting in-person at the Company’s corporate offices, located at 2401 S. Foothill Drive, Suite D,
Salt Lake City, Utah 84109. While all stockholders will be permitted to attend the Annual Meeting, only stockholders of record
and beneficial owners as of the close of business on the record date, August 2, 2019, may vote and ask questions during the Annual
Meeting. Stockholders must return a proxy by one of the methods described on the proxy card or attend the Annual Meeting in person
in order to vote on the proposals.
What
is the difference between a stockholder of record and a beneficial owner of shares held in street name?
Stockholder
of Record
. If your shares are registered directly in your name with our transfer agent, VStock Transfer, you are considered
the stockholder of record with respect to those shares, and we sent a Notice of Annual Meeting and a printed set of the proxy
materials, together with a proxy card, directly to you.
Beneficial
Owner of Shares Held in Street Name
. If your shares are held in an account at a broker, bank or other nominee, then you are
the beneficial owner of those shares held in “street name,” and a Notice of Annual Meeting and a printed set of the
proxy materials, together with a voting instruction form, was forwarded to you by your broker, bank or other nominee who is considered
the stockholder of record with respect to those shares. As a beneficial owner, you have the right to instruct your broker, bank
or other nominee on how to vote the shares held in your account by following the instructions in the Notice of Annual Meeting
and the voting instruction form you received.
How
can I vote my shares?
The
process for voting your shares depends on how your shares are held. Generally, as discussed above, you may hold shares as a “record
holder” (that is, in your own name) or in “street name” (that is, through a nominee, such as a broker or bank).
As explained above, if you hold shares in “street name,” you are considered to be the “beneficial owner”
of those shares.
Voting
by Record Holders
. If you are a record holder, you may vote by proxy prior to the Annual Meeting or you may vote during the
Annual Meeting in person. If you are a record holder and would like to vote your shares by proxy prior to the Annual Meeting,
you have four ways to vote:
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Online
by visiting
http://www.vstocktransfer.com/proxy
;
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By
mailing your proxy card with the return envelope that will be addressed to 18 Lafayette Place, Woodmere, NY 11598;
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By
fax to (646) 536-3179; and
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By
e-mail to vote@vstocktransfer.com.
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Please
note that Internet, fax and e-mail proxy voting will close at 8:00 A.M. (Mountain Time) on August 30, 2019. If you received a
proxy card in the mail and wish to vote by completing and returning the proxy card via mail, please note that your completed proxy
card must be received before the polls close for voting at the Annual Meeting.
Voting
by beneficial owners of shares held in “street name.”
If your shares are held in the name of a broker, bank, or
other nominee (that is, your shares are held in “street name”), you should receive separate instructions from the
record holder of your shares describing how to vote.
How
are proxies voted?
All
shares represented by valid proxies received prior to the Annual Meeting will be voted, and where a stockholder specifies by means
of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s
instructions.
What
happens if I do not give specific voting instructions?
Stockholders
of Record
. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions
or you indicate when voting in person, on the Internet, by fax or by e-mail that you wish to vote as recommended by the Board,
then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement
and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at
the Annual Meeting.
Beneficial
Owners of Shares Held in Street Name
. If you are a beneficial owner of shares held in street name and do not join and vote
at the Annual Meeting or provide the broker, bank or other nominee that holds your shares with specific voting instructions, then
the broker, bank or other nominee that holds your shares may generally vote on routine matters but cannot vote on non-routine
matters. If the broker, bank or other nominee that holds your shares does not receive instructions from you on how to vote your
shares on a non-routine matter, the broker, bank or other nominee that holds your shares will inform the inspector of election
that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker
non-vote.”
Which
ballot measures are considered ‘‘routine’’ or ‘‘non-routine’’?
The
ratification of the appointment of Haynie & Company as our independent registered public accounting firm for the fiscal year
ending December 31, 2019 (Proposal No. 2) is considered a “routine” matter. Your broker, therefore, may vote your
shares in its discretion if you do not provide instructions on how to vote on this routine matter, and no broker non-votes are
expected in connection with this proposal.
The
approval of the election of directors (Proposal No. 1) is considered “non-routine” matter. Accordingly, a broker may
not vote on these proposals without instructions from its customer and broker non-votes may occur with respect to these proposals.
Can
I change my vote or revoke my proxy after I return my proxy card or vote online?
Any
proxy may be revoked at any time before it is exercised by filing an instrument revoking it with the Company’s Secretary
or by submitting a duly executed proxy bearing a later date prior to the time of the Annual Meeting. Stockholders who have voted
by proxy over the Internet, by fax or by e-mail or have executed and returned a proxy and who then attend the Annual Meeting and
desire to vote in person are requested to notify the Secretary in writing prior to the time of the Annual Meeting. We request
that all such written notices of revocation to the Company be addressed to the Secretary of the Company prior to the Annual Meeting
at 2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109. Stockholders may also revoke their proxy by entering a new vote
over the Internet, by fax, or by e-mail.
What
constitutes a quorum?
The
presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of stock entitled
to vote at the Annual Meeting will constitute a quorum at the Annual Meeting for the transaction of any business. If a quorum
is established, each stockholder entitled to vote at the Annual Meeting will be entitled to one vote, virtually or by proxy, for
each share of stock entitled to vote held by such stockholder on the record date August 2, 2019. Proxies received but marked as
abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the Annual
Meeting and will be counted for quorum purposes. If a quorum is not present, the Annual Meeting may be adjourned until a quorum
is obtained.
What
are the Board of Directors’ recommendations?
The
recommendations of the Board of Directors are set forth under the description of each proposal in this Proxy Statement. In summary,
the Board of Directors recommends that you vote:
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“FOR”
election of the directors named in this Proxy Statement as described in Proposal No. 1;
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“FOR”
the ratification of the appointment of Haynie & Company as our independent registered public accounting firm for the
fiscal year ending December 31, 2019 as described in Proposal No. 2; and
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“FOR”
transacting such other business as may properly come before the meeting or any adjournment thereof.
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What
vote is required to approve each Proposal?
All
proposals require the affirmative vote of a majority of votes cast. Proposal No. 1 requires a plurality of votes present. You
may vote for, against or abstain from voting for the proposals.
Will
abstentions and broker non-votes have an impact on the proposals contained in this Proxy Statement?
Abstentions
and broker non-votes will be counted to determine whether there is a quorum present at the Annual Meeting, but will not be considered
votes cast for voting purposes and thus will have no effect on any of the proposals to be presented at the Annual Meeting.
Where
can I find the voting results of the Annual Meeting?
We
intend to announce preliminary voting results at the Annual Meeting and disclose final results in a Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting.
Who
pays the cost for soliciting proxies by the Board of Directors?
We
will bear the cost of soliciting proxies, including the cost of preparing, printing and mailing the materials in connection with
the solicitation of proxies. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending the proxy materials to the beneficial owners of our common stock. In addition to solicitations by
mail, our officers and regular employees may, without being additionally compensated, solicit proxies personally and by mail,
telephone, facsimile or electronic communication.
Who
is Co-Diagnostics?
Co-Diagnostics,
Inc. (“we,” “our,” the “Company” or “CDI”), a Utah corporation headquartered in
Salt Lake City, Utah, is a molecular diagnostics company formed in April 2013 that develops, manufactures and markets a new, state-of-the-art
diagnostics technology.
Our
technology is utilized for tests that are designed to identify infectious disease and other conditions using the detection and/or
analysis of nucleic acid molecules (DNA or RNA). We also use our proprietary technology to design specific tests to locate genetic
markers for use in industries other than infectious disease and license the use of those tests to specific customers. One of those
other industries is the AgBio industry as discussed below.
On
October 30, 2018, we announced the entry into an Exclusive License Agreement with LGC, Biosearch Technologies, a global leader
in the design, development, and manufacture of sophisticated, custom oligonucleotide-based tools and associated reagents for applied
markets, relating to the use of our
CoPrimer™
technology for both research and commercial applications in the AgBio industry. The license was the culmination of a research
project with one of the licensee’s customers that was active over the past year verifying the effectiveness of the CoPrimer
tests and test design.
CDI’s
diagnostics systems are designed to enable very rapid, low-cost, sophisticated molecular testing for organisms and genetic diseases
by greatly automating historically complex procedures in both the development and administration of tests. CDI’s newest
technical advance involves a novel approach to Polymerase Chain Reaction (“PCR”) primer design that eliminates one
of the key vexing issues of PCR amplification, the exponential growth of primer-dimer pairs which adversely interferes with identification
of the target DNA. In addition, CDI scientists have enhanced the understanding of the mathematics of DNA test design, so as to
“engineer” a DNA test and automate algorithms to screen millions of possible designs to optimize DNA test design.
CDI’s proprietary platform of Co-Dx™ technologies integrates and streamlines these steps as it analyzes biological
samples.
Co-Diagnostics’
portfolio of molecular diagnostics development products and tests represents a new advancement in the understanding of the molecular
interactions of DNA. The Company uses highly specialized, proprietary cooperative-theory mathematics that may lead to a revolutionary
leap forward in the detection of infectious diseases, genetic disorders and other conditions. CoDx™ tests are generally
lower than the cost of other DNA-based tests, designed for a new generation of affordable, mobile point-of-care diagnostic devices
and compatible with many other devices, creating opportunities for state-of-the-art diagnostics available anywhere in the world,
including developing countries.
PROPOSAL
NO. 1 – ELECTION OF DIRECTORS
The
number of directors that serve on the Board of Directors is currently set at seven (7) and may be fixed from time to time by the
Board in the manner provided in our bylaws. In accordance with our bylaws, directors are elected to serve until the next annual
meeting of stockholders or until their successors are duly elected and qualified or until their earlier removal, resignation or
death.
Director
Nominees
Name
|
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Age
|
|
Director
Since
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Principal
Occupation
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Dwight
H. Egan
|
|
64
|
|
2013*
|
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Chief
Executive Officer and Chairman of the Board
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Eugene
Durenard
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53
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2019
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Director
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Edward
L. Murphy
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56
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2019
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Director
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Richard
S. Serbin
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74
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2017
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Director
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James
Nelson
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66
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-
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New
Nominee
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Vote
Required
Pursuant
to our bylaws, directors are elected by a plurality of the votes present at a meeting at which a quorum is present. The five nominees
receiving the greatest number of votes will be elected.
Unless
contrary instructions are given, shares represented by proxies solicited by the Board of Directors will be voted for the election
of each of the nominees to the Board of Directors. If the person named as nominee should be unable or unwilling to stand for election
at the time of the Annual Meeting, proxies will be voted for a replacement nominee designated by the Board of Directors or, in
the event no such designation is made, proxies will be voted for a lesser number of nominees. At this time, the Board knows of
no reason why the nominees listed above may not be able to serve as a director if elected. Ages of the nominees are reflected
as of August 9, 2019. Proxies cannot be voted for a greater number of persons than the nominees named herein.
BOARD
RECOMMENDATION
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THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS
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VOTE
“
FOR
” EACH OF THE FOREGOING NOMINEES.
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PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED
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“
FOR
”
EACH OF THE FOREGOING NOMINEES UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.
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INFORMATION
REGARDING THE BOARD AND ITS COMMITTEES
Set
forth below is biographical information for each director nominee listed above, including a brief listing of principal occupations
for at least the past five years and other major affiliations. The following descriptions also outline the specific experience,
qualifications, attributes and skills that qualify each person to serve on the Board of Directors.
Dwight
H. Egan
has been an officer and director since April 2013. Mr. Egan has been engaged in private investment business from February
1999 to the present. He was a senior executive at Data Broadcasting Corporation, a leading provider of wireless, real-time financial
market data, news and sophisticated fixed-income portfolio analytics to 27,000 individual and professional investors from 1995
to 1999. He co-founded and served as CEO and Chairman of the board of Broadcast International, Inc. from 1984 to 1995,
when Data Broadcasting Corporation acquired Broadcast International and created
CBS MarketWatch
, a leading financial news
site and participated in its initial public offering. Mr. Egan’s prior experience in directing a public company and working
with capital markets gives him valuable experience in advising the Board of Directors on matters of finance and operations.
Eugene
Durenard
is the Founder and CEO of Hyperbolic Holdings, a Swiss-based holding, management consulting and investment advisory
company specialized in healthcare since February 2018. He is co-Founder and CIO of Healthcare Impact Holdings, an investment fund
specialized in later-stage healthcare private ventures since May 2018. He is co-Founder and Trustee of Healthcare Impact Foundation,
a charitable organization designed to sustainably fund the translation of innovation in life sciences since September 2017. He
is co-Founder of Global Better Health, a platform designed to provide scientifically-based corporate wellness and preventive programs
since December 2018. He is an advisor to and Managing Director of the Stetson Family Office since September 2016. Prior to
joining the Stetson Family Office, he was CIO of a NYC family office operation. In 2006 he co-founded Orion Investment Management,
an institutional asset manager in Bermuda. After its sale in 2011 and until 2013 he co-headed their asset management group.
Dr. Durenard brings a thorough multi-asset class investment and entrepreneurial experience spanning 20 years to the Company’s
Board of Directors. He received his Ph.D. in Mathematics at Harvard in 1995 before beginning his career with Salomon Brothers
in London in proprietary research.
Edward
L. Murphy,
who joined our Board of Directors in June 2019, currently serves as a senior vice president and a partner of Dover
Investments Ltd., a private investment firm. Throughout his career, Mr. Murphy’s duties have included investment analysis
of various types of investment projects in real estate and financial services. Currently, Mr. Murphy serves on the board of directors
of several Canadian publicly reporting companies that have interests in various industries. He has been a Director at Empire Minerals
Corporation Inc. since January 2016, at Digicrypts Blockchain Solutions Inc. since June 2011, at Lakefield Marketing Corporation
since February 2018, and at the Mosport Park Entertainment Corporation since April 30, 1997. He served as a Director at Aurquest
Resources from May 2003 to December 2017. Mr. Murphy’s experience in the capital markets outside the United States and
his involvement in investment analysis shall be a benefit to the Board of Directors.
Richard
S. Serbin,
who joined our Board of Directors in May 2017, currently serves as a consultant to many companies in the healthcare
industry. He was the President of Corporate Development and In-House Legal Counsel at Life Science Institute, LLC, from June 1,
2013 to July 15, 2014. Mr. Serbin is a global strategy advisor, pharmacist and entrepreneur with credentials both in pharmacy
and law, complemented by more than 40 years of service as an FDA regulatory attorney and patent attorney in the healthcare industry.
He was appointed to the Advisory Board of Cure Pharmaceutical in January 2017 and has been a Member of Advisory Board at Prime
Access, Inc. since September 2015. Mr. Serbin has been a Director at Rapid Nutrition Plc since November 18, 2014. He served as
Director at Viropro Inc. from May 2013 to June 2014. He was Head of Business Advisory Board at Mazal Plant Pharmaceuticals Inc.
from October 2006 to September 2007 and also served as its Member of Business Advisory Board. He served as Chief Executive Officer
of Optigenex Inc. from July 2002 to September 15, 2005 and a director from July 2004 to September 2005. From January 1999 until
July 2002 Mr. Serbin served as a consultant to various pharmaceutical companies. He served as the President of Bradley Pharmaceuticals.
He served as Vice President of Corporate Development at Ortho Pharmaceuticals, a Johnson & Johnson subsidiary, and practiced
Patent and FDA law at Revlon Johnson & Johnson and Schering-Plough. He served as Patent Attorney for Schering Plough Corporation
and Chief FDA Counsel for Revlon Corporation and Johnson and Johnson Corporation. Subsequently, he worked at Revlon Corporation,
as its Chief Food, Drug and Cosmetic Counsel. He founded Radius Scientific Corporation. He was J&J’s Vice President
of Corporate Development, and later led a successful public offering venture based on technology developed at Stanford Medical
School. Mr. Serbin spent a large portion of his career focusing on international markets and clients. While at J&J, Mr. Serbin
served on the Board of Directors of 16 US and international subsidiary companies, including Ethicon, Ortho, J&J Consumer Products,
Pittman-Moore, Mc Neil, and J&J Development Corporation. He worked on multiple international acquisitions and strategic relationships,
and sat on the Board of Directors of several of its international subsidiaries, including those in India, Hong Kong, Japan, Taiwan,
Germany, and England. Mr. Serbin has a B.S. and a B. Pharmacy from Rutgers University and Rutgers University College of Pharmacy,
a J.D. degree from Seton Hall Law School and a Masters Degree in Trade Regulations and Law from NYU Law School. Mr. Serbin’s
experience in business, law and medicine and knowledge gained as an advisor to the healthcare industry will be critical to our
Board of Directors as it commercializes its products.
James
Nelson
is the retired Chairman and CEO of Sunworks, Inc., a NASDAQ traded commercial, agriculture, and residential solar Integrator
which he helped found in October 2010. Mr. Nelson currently serves as strategic advisor to three other publicly traded
companies. Jim has spent most of his career working in private equity as a general partner with Peterson Partners and with Millennial
Capital Partners. In addition to his investment and financial responsibilities, he served as CEO of two of his firms’ portfolio
companies. Prior to his years in private equity, Mr. Nelson served as Vice President of Marketing at Banana Republic, where he
managed company-wide marketing, as well as the company’s international expansion initiative. He was also general manager
for Banana Republic’s catalog division. He was Vice President of Marketing and Corporate Development at Saga Corporation,
a multi-billion-dollar food service company. Jim began his executive career over 35 years ago at Bain and Company, a business
strategy consulting firm, where he managed teams of consultants on four continents. Mr. Nelson received his MBA from Brigham Young
University, where he graduated summa cum laude and was named the Outstanding Master of Business Administration Graduate. Mr.
Nelson’s advice to the Board of Directors from his experiences as a chief executive officer and strategic advisor shall
be useful to the Board of Directors.
Our
directors generally serve until the next annual or special meeting of shareholders held for the purpose of electing directors.
Our officers generally serve at the discretion of the Board of Directors. Mr. Egan is an employee of the Company and serves as
our president and chief executive officer.
Director
Independence
After
reviewing all relevant relationships and considering NASDAQ’s requirements for independence, the Board of Directors concluded
that Messrs. Durenard, Murphy, Nelson and Serbin are independent under the SEC rules adopted pursuant to the requirements of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and in accordance with Rule 5605(a)(2) of the Marketplace Rules
of the NASDAQ. No director or executive officer of the Company is related to any other director or executive officer of the Company
by blood, marriage or adoption. In making its independence determination, the Board of Directors considered all relevant
transactions, relationships, or arrangements, including those disclosed in this Proxy Statement under the section titled “Transactions
with Certain Related Persons.”
Involvement
in Certain Legal Proceedings
To
the best of our knowledge, none of our directors or executive officers have, during the past ten years, been involved in any legal
proceedings described in subparagraph (f) of Item 401 of Regulation S-K.
Board
and Committee Matters
We
maintain an audit committee of the Board of Directors, a compensation committee of the Board of Directors and a
corporate governance and nominating committee of the Board of Directors, each of which is discussed below. We have not
established a nominating committee of the Board of Directors.
We
do not have a formal policy concerning shareholder recommendations of candidates for board of director membership. Our board views
that such a formal policy is not necessary at the present time given the Board of Directors willingness to consider candidates
recommended by shareholders. Shareholders may recommend candidates by writing to our Secretary at our principal offices: 2401
S. Foothill Drive, Suite D, Salt Lake City, Utah 84109, giving the candidate’s name, contact information, biographical data
and qualifications. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected,
to serve as a director should accompany any such recommendation. Shareholders who wish to nominate a director for election are
generally advised to submit a shareholder proposal no later than December 31 for the next year’s annual meeting of shareholders.
Audit
Committee and Financial Expert
Our audit committee currently is comprised of Messrs. Murphy and Serbin with Mr. Durenard
serving as chairman of the audit committee. The functions of the audit committee include engaging an independent registered public
accounting firm to audit our annual financial statements, reviewing the independence of our auditors, the financial statements
and the auditors’ report, and reviewing management’s administration of our system of internal control over financial
reporting and disclosure controls and procedures. The Board of Directors has adopted a written audit committee charter. A current
copy of the audit committee charter is available to security holders on our website at www.codiagnostics.com. Our board has determined
that both of our directors that are serving on the audit committee are “independent” under the definition of independence
in the Marketplace Rules of the NASDAQ listing standards.
Our
Board of Directors has determined that Mr. Durenard meets the requirements of an “audit committee financial expert”
as defined in applicable SEC regulations.
Compensation
Committee
Our
compensation committee currently includes Messrs. Murphy and Durenard with Mr. Serbin serving as chairman of the compensation
committee. The functions of the compensation committee include reviewing and approving corporate goals relevant to compensation
for executive officers, evaluating the effectiveness of our compensation practices, evaluating and approving the compensation
of our chief executive officer and other executives, recommending compensation for board members, and reviewing and making recommendations
regarding incentive compensation and other employee benefit plans. The Board of Directors has adopted a written compensation committee
charter. A current copy of the compensation committee charter is available to shareholders on our website at www.codiagnostics.com
.
Our board has determined that both of our directors serving on the compensation committee are “independent” under
the definition of independence in the Marketplace Rules of the NASDAQ listing standards.
Corporate
Governance and Nominating Committee
Our
corporate governance and nominating committee currently includes Messrs. Durenard and Serbin with Mr. Murphy serving as chairman
of the corporate governance and nominating committee. The functions of the corporate governance and nominating committee is identifying
and recommending candidates to fill vacancies on the Board of Directors. Among its duties and responsibilities, the corporate
governance and nominating committee periodically evaluates and assesses the performance of the officers and directors; reviews
the qualifications of candidates for director positions; assists in identifying, interviewing and recruiting candidates for the
Board of Directors and reviews the composition of each committee of the Board of Directors. A current copy of the corporate governance
and nominating committee charter is available to shareholders on our website at www.codiagnostics.com
.
Our board has determined
all directors serving on the corporate governance and nominating committee are “independent” under the definition
of independence in the Marketplace Rules of the NASDAQ listing standards.
Communication
with the Board of Directors
We
have not, to date, developed a formal process for shareholder communications with the Board of Directors. We believe
our current informal process, in which any communication sent to the Board of Directors, either generally or in
care of the chief executive officer, secretary or other corporate officer or director, is forwarded to all members of the Board
of Directors, has served the Board of Director’s and the shareholders’ needs.
Conflicts
of Interests
On
an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires
disclosure of any transactions with our company, including related person transactions reportable under SEC rules, in which the
director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Under
our company’s standards of conduct for employees, all employees, including the executive officers, are expected to avoid
conflicts of interest. Pursuant to our code of ethics for the chief executive officer and senior finance officers (as discussed
below), such officers are prohibited from engaging in any conflict of interest unless a specific exception has been granted by
the Board of Directors. All of our directors are subject to general fiduciary standards to act in the best interests of
our company and our shareholders. Conflicts of interest involving an executive officer or a director are generally resolved by
the Board of Directors.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock,
to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.
Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file.
To
our knowledge, and based on representations from our directors and executive officers, during the year ended December 31, 2018,
our directors, executive officers and greater than 10% shareholders complied with all Section 16(a) filing requirements.
Code
of Ethics
We
have adopted a code of ethics for our principal executive officer, principal financial officer, controller, or persons performing
similar functions. A copy of the code of ethics is included on our website at www.codiagnostics.com.
Committees
and Meetings of the Board of Directors of the Company
The
Board of Directors meets on a quarterly basis but may have additional Annual Meetings. The Board of Directors held one
meeting during the year ended December 31, 2018. For the year ended December 31, 2018, all of our current directors attended at
least 75% of the total number of board meetings or committee meetings on which they served during their period of service.
The
Board of Directors has established an audit committee (the “Audit Committee”), the Compensation Committee and the
Corporate Governance and Nominating (“Nominating”) Committee.
|
|
|
|
|
|
|
Committee Memberships
|
|
Name
|
|
|
Financial
Expert
|
|
|
|
Audit
|
|
|
|
Compensation
|
|
|
|
Corporate Governance and Nominating Committee
|
|
Dwight H. Egan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Eugene Durenard
|
|
|
—
|
|
|
|
C
|
|
|
|
M
|
|
|
|
M
|
|
Edward L. Murphy
|
|
|
—
|
|
|
|
M
|
|
|
|
M
|
|
|
|
C
|
|
Richard S. Serbin
|
|
|
—
|
|
|
|
M
|
|
|
|
C
|
|
|
|
M
|
|
James Nelson
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
M
Member
C
Chairperson
Financial Expert
Each
of the committees has adopted a written charter, all of which are available in the Investor Relations section of our website at
www.codiagnostics.com
.
Audit
Committee.
The duties and responsibilities of the Audit Committee are set forth in the charter of the Audit Committee adopted
by the Board of Directors. The Audit Committee generally assists the Board of Directors in its oversight of the
relationship with our independent registered public accounting firm, financial statement and disclosure matters, the internal
audit function, and our compliance with legal and regulatory requirements. In accordance with its charter, the Audit Committee
meets as often as it determines necessary, and at least four times each year.
Management
has the primary responsibility for our financial statements and the reporting process, and our independent registered public accounting
firm is responsible for auditing the financial statements and expressing an opinion as to their conformity with accounting principles
generally accepted in the United States. The Audit Committee also monitors our financial reporting process and internal control
system, retains and pre-approves audit and any non-audit services to be performed by our independent registered accounting firm,
directly consults with our independent registered public accounting firm, reviews and appraises the efforts of our independent
registered public accounting firm, and provides an open avenue of communication among our independent registered public accounting
firm, financial and senior management and the Board of Directors. The Audit Committee has the authority to retain independent
legal, accounting, and other advisors.
The
Audit Committee currently consists of Messrs. Murphy and Serbin with Mr. Durenard serving as chairman of the audit committee.
The Board of Directors has determined that each member of the Audit Committee qualifies as an independent director under
the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards related to audit committees, and that each satisfies all
other applicable standards for service on the Audit Committee. The Board of Directors has determined that Mr. James Nelson
meets the requirements adopted by the SEC for qualification as an audit committee financial expert. The identification of a person
as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than
those that are imposed on such person as a member of the Audit Committee and the Board of Directors in the absence of such
identification. Moreover, the identification of a person as an audit committee financial expert for purposes of the regulations
of the SEC does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board of
Directors. Finally, a person who is determined to be an audit committee financial expert will not be deemed an “expert”
for purposes of Section 11 of the Securities Act of 1933.
Compensation
Committee.
The duties and responsibilities of the Compensation Committee are set forth in the charter of the Compensation
Committee adopted by the Board of Directors. The Compensation Committee is generally responsible for discharging the Board
of Directors responsibilities relating to the compensation of our executive officers and other compensation matters.
The Compensation Committee annually reviews the compensation of the Chief Executive Officer, other executive officers, and other
employees, reviews and administers executive and equity compensation plans, other compensation and benefits plans, including perquisites,
and establishes stock ownership guidelines. The Compensation Committee is also responsible for developing a management succession
plan and overseeing management evaluations. In accordance with its charter, the Compensation Committee meets as often as it determines
necessary, and at least four times each year.
The
Compensation Committee currently consists of Messrs. Murphy and Durenard with Mr. Serbin serving as chairman of the compensation
committee. The Board of Directors has determined that each member of the Compensation Committee qualifies as an independent
director under the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards related to compensation committees, and
that each satisfies all other applicable standards for service on the Compensation Committee.
Although
the Compensation Committee does not delegate any of its authority for determining executive compensation, the Compensation Committee
may engage compensation consultants, independent legal counsel or other advisers in connection with its responsibilities. Additionally,
the Compensation Committee periodically reviews our compensation strategy and its effect on the achievement of the Company’s
goals with the Chief Executive Officer. The Compensation Committee exercises complete discretion in making all compensation decisions
regarding cash compensation and equity awards for all of our executive officers.
Corporate
Governance and Nominating Committee.
The duties and responsibilities of the Nominating Committee are set forth in the charter
of the Nominating Committee adopted by the Board of Directors. The Nominating Committee is responsible for identifying
individuals qualified to serve on the Board of Directors and recommending individuals to be nominated by the Board of
Directors for election by stockholders or appointed by the Board of Directors to fill vacancies. Among its duties and
responsibilities, the Nominating Committee is responsible for shaping corporate governance, reviewing and assessing the Guidelines,
recommending Board compensation, and overseeing the annual evaluation of the Board of Directors. The Nominating Committee
has the authority to retain compensation or other consultants as well as search firms for director candidates. In accordance with
its charter, the Nominating Committee meets as often as it determines necessary, and at least four times each year.
The
Nominating Committee currently consists of Messrs. Durenard and Serbin with Mr. Murphy serving as chairman of the corporate governance
and nominating committee. The Board of Directors has determined that each member of the Nominating Committee qualifies
as an independent director under the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards and that each satisfies
all other applicable standards for service on the Nominating Committee.
The
process followed by the Nominating Committee to identify and evaluate candidates includes (i) requesting recommendations from
the Board of Directors, the Chief Executive Officer, and other parties, (ii) meeting to evaluate biographical information
and background material relating to potential candidates and their qualifications, and (iii) interviewing selected candidates.
The Nominating Committee also considers recommendations for nomination to the Board of Directors submitted by stockholders.
A stockholder who desires to recommend a prospective nominee for the Board of Directors should notify the Secretary of
the Company or any member of the Nominating Committee in writing with supporting material the stockholder considers appropriate.
The Nominating Committee has the authority and ability to retain compensation or other consultants and search firms to identify
or evaluate director candidates.
In
evaluating the suitability of candidates to serve on the Board, including stockholder nominees, the Nominating Committee seeks
candidates who are independent, as defined by the Sarbanes-Oxley Act, related SEC rules and NASDAQ listing standards, and who
meet certain selection criteria established by the Nominating Committee. The selection criteria include many factors, including
a candidate’s general understanding of elements relevant to the success of a publicly traded company in the current business
environment, understanding of our business, and educational and professional background. The Nominating Committee also considers
a candidate’s judgment, competence, anticipated participation in Board activities, experience, geographic location and special
talents or personal attributes. The guidelines provide that the composition of the Board should encompass a broad range of skills,
expertise, industry knowledge, diversity, and contacts relevant to our business. Moreover, with respect to incumbent directors,
the Nominating Committee also considers past performance, including attendance at meetings and participation in and contributions
to the activities of the Board, and the director’s ability to make contributions after any significant change in circumstances
(including changes in employment or professional status).
Code
of Ethics
We
have a Code of Ethics as defined in Item 406 of Regulation S-K, which code applies to all of our directors and employees, including
our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing
similar functions. All directors, officers, and other employees are expected to be familiar with the Code of Ethics and to adhere
to the principles and procedures set forth therein. The Code of Ethics forms the foundation of a comprehensive program that requires
compliance with all corporate policies and procedures and seeks to foster an open relationship among colleagues that contributes
to good business conduct and an abiding belief in the integrity of our employees. Our policies and procedures cover all areas
of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential
information, as well as strict adherence to all laws and regulations applicable to the conduct of our business.
Directors,
officers, and other employees are required to report any conduct that they believe in good faith to be an actual or apparent violation
of the Code of Ethics. The full text of the Code of Ethics is available on our website. We intend to satisfy the disclosure requirements
of Form 8-K regarding any amendment to, or a waiver from, any provision of our Code of Ethics by posting such amendment or waiver
on our website.
Corporate
Governance Guidelines
The
Guidelines are designed to help ensure effective corporate governance and cover topics including, but not limited to, board composition
and selection, director qualification standards, retirement policy, director responsibilities, selection of the lead director,
executive sessions of non-management directors, communications from stockholders to the Board, Board committees, director orientation
and continuing education, director compensation, management succession, annual evaluations of the Board and its committees, and
public interactions. The Guidelines are reviewed by the Nominating Committee and revised when appropriate. The full text of the
Guidelines is available on our website.
Director
Compensation
We
use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the board
of directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling
their duties as well as the skill-level required by our members of the Board.
Our
non-employee directors generally receive fees of $35,000 per year, paid quarterly, $10,000 per year for serving as chairman of
any Board committee and $5,000 for serving as a member of other Board committees. In addition, each director receives an initial
grant of stock options to purchase 25,000 shares (thereafter annual grants of 25,000 options or restricted stock units) of our
common stock with an exercise price equal to the fair market value of the stock on the date of grant. The board approved and the
non-employee directors accepted the 2018 compensation set forth in the director summary compensation table below. In addition,
non-employee directors may be entitled to receive special awards of stock options from time to time as determined by the board.
The chairman of the board and the chairman of each of the audit and compensation committees receive no additional fees for serving
in such capacities. There is no additional compensation for meeting attendance. Directors who are employees of the Company receive
no additional compensation for serving as directors. All stock options granted to outside directors are immediately exercisable
and expire ten years from the date of grant. Directors are reimbursed for ordinary expenses incurred in connection with attending
board and committee meetings.
Director
Summary Compensation Table
The
table below summarizes the compensation paid or accrued by us to our directors for the fiscal year ended December 31, 2018.
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
|
Options/Awards
($)
|
|
|
Restricted Stock Units
($)
|
|
|
Total
($)
|
|
Dwight H. Egan (1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Dr. Brent Satterfield (1)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Frank Kiesner
|
|
$
|
55,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
55,000
|
|
Richard Serbin
|
|
$
|
55,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
55,000
|
|
Edward J. Borkowski
|
|
$
|
55,000
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
55,000
|
|
(1)
|
Messers
Egan and Satterfield receive no compensation for serving as a director, but are compensated in their capacity as Company President
and Chief Science Officer, respectively.
|
SECTION
16(
a
)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s officers
and directors, and persons who own more than 10% of the Company’s common stock, to file reports of ownership and changes
in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by regulation to furnish the Company
with copies of all Section 16(a) forms they file. The Company currently knows of no person, other than Reagents, LLC, who owns
10% or more of the Company’s common stock.
Based
solely on its review of the copies of such forms furnished to Co-Diagnostics and written representations from certain reporting
persons, Co-Diagnostics believes that all Section 16(a) filing requirements were met during our fiscal year ended December 31,
2018.
BENEFICIAL
OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth certain information, as of July 30, 2019 with respect to the holdings of (1) each person who is the
beneficial owner of more than 5% of our Common Stock, (2) each of our directors, (3) each executive officer, and (4) all of our
current directors and executive officers as a group.
Beneficial
ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes
any shares of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a
right to acquire ownership at any time within 60 days of the date of this Annual Report. Except as otherwise indicated, we believe
that the persons named in this table have sole voting and investment power with respect to all shares of common stock held by
them. Applicable percentage ownership in the following table is based on 17,118,766 shares of common stock plus, for each individual,
any securities that individual has the right to acquire within 60 days of July 30, 2019.
To
the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment
power with respect to the shares of our common stock beneficially owned by such person, except to the extent such power may be
shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except
as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation
of which may at a subsequent date result in a change in control of the Company.
Name and Address of Beneficial Owner Officers and Directors
|
|
Title
|
|
Beneficially
|
|
|
Percent of Class
|
|
|
|
|
|
|
|
|
|
|
Dwight H. Egan (1)(2)
|
|
Chief Executive Officer, President and Chairman
|
|
|
50,000
|
|
|
|
*
|
|
Reed L. Benson (1)(3)
|
|
Chief Financial Officer and Secretary
|
|
|
41,667
|
|
|
|
*
|
|
Dr. Brent Satterfield (1)(7)
|
|
Chief Science Officer
|
|
|
1,359,794
|
|
|
|
7.9
|
%
|
Eugene Durenard (8)
|
|
Director
|
|
|
25,000
|
|
|
|
*
|
|
Edward L. Murphy (9)
|
|
Director
|
|
|
25,000
|
|
|
|
*
|
|
Richard S. Serbin (10)
|
|
Director
|
|
|
45,455
|
|
|
|
*
|
|
James Nelson
|
|
Nominee
|
|
|
-
|
|
|
|
*
|
|
Officers and Directors as a Group (total of 6 persons) (4)
|
|
|
|
|
1,546,916
|
|
|
|
9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
5% Stockholders
|
|
|
|
|
|
|
|
|
|
|
Legends Capital Group, LLC (5)
|
|
|
|
|
1,266,784
|
|
|
|
7.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Reagents, LLC (6)
|
|
|
|
|
1,746,796
|
|
|
|
10.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Bentley Rothschild Financial LLC (11)
|
|
|
|
|
1,134,897
|
|
|
|
6.6
|
%
|
*
less than 1%
(1)
|
The
address is 2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109.
|
(2)
|
Includes
presently exercisable options to acquire 50,000 shares of common stock.
|
(3)
|
Includes
presently exercisable options to acquire 41,667 shares of common stock.
|
(4)
|
Includes
presently exercisable options to acquire a total of 187,122 shares of common stock held by all directors and executive officers.
|
(5)
|
Legends
Capital Group, LLC, with an address of 782 E Foothill Drive, Draper, Utah 84020, is beneficially owned by Jason Briggs, who
has voting power of the stock. Reed Benson, an officer of the Company, owns an 11% equity interest in Legends Capital Group,
LLC.
|
(6)
|
Reagents,
LLC, with an address of 8160 S. Highland Drive, Salt Lake City, UT 84093, is beneficially owned by Seth Egan.
|
(7)
|
The
shares owned by Dr. Satterfield are subject to pending litigation regarding a loan and pledge agreement with lenders.
|
(8)
|
Includes
an option to purchase 25,000 shares of the Company’s common stock with an exercise price equal to the closing price
of the Company’s common stock on June 25, 2019. The option will be issued pursuant to the Company’s 2015 Equity
Incentive Plan and shall be vested upon appointment.
|
(9)
|
Includes
an option to purchase 25,000 shares of the Company’s common stock with an exercise price equal to the closing price
of the Company’s common stock on June 25, 2019. The option will be issued pursuant to the Company’s 2015 Equity
Incentive Plan and shall be vested upon appointment.
|
(10)
|
Includes
a presently exercisable option to acquire a total of 45,455 shares of common stock.
|
(11)
|
The
address is 736 Western Avenue, Suite 301, Lake Forest, Illinois 60045.
|
TRANSACTIONS
WITH CERTAIN RELATED PERSONS
The
Company acquired the exclusive rights to the CoPrimer technology pursuant to a license agreement dated April 2014, between us
and DNA Logix, Inc., which was assigned to Dr. Satterfield prior to our acquisition of DNA Logix, Inc. Pursuant to the license
the Company was to pay Dr. Satterfield minimum royalty payments of $30,000 per month until the Company receives an equity funding
of at least $4,000,000, at which time the payments increase to $60,000 per month for the remainder of the year. The payment terms
were orally modified to maintain the monthly royalties at $30,000 per month through December 2016. On March 1, 2017, the Company
entered into an amendment effective January 1, 2017, to its Exclusive License Agreement for its CoPrimer (“License”)
technology with Dr. Satterfield, a former member of our Board of Directors. The amendment provides in part that all royalties
under the License cease as of January 1, 2017, and we began in January 2017 to pay $700,000 of accrued royalties at the rate of
$10,000 per month. For the year ending December 31, 2017, the Company included $107,500 as an expense for this license agreement
in research and development. In 2017 and 2018, we paid Dr. Satterfield $170,000 and $100,000, respectively, in payment of the
accrued royalties.
We
paid consulting fees to a company who is also a significant shareholder. The shareholder was paid a total of $75,000 in 2017 for
expenses accrued in 2016.
AUDIT
COMMITTEE REPORT
The
Audit Committee has reviewed and discussed the audited consolidated financial statements of the Company with management. The Audit
Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing
Standard No. 1301, Communications with Audit Committees. The Audit Committee has received the written disclosures and the letter
from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight
Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed
with the independent accountant the independent accountant’s independence. Based on the review and discussions referred
to above in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included
in the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2018 for filing with the SEC.
The
Audit Committee
Eugene
Durenard
Edward
L. Murphy
Richard
S. Serbin
INFORMATION
REGARDING THE EXECUTIVE OFFICERS OF THE COMPANY
Set
forth below is biographical information with respect to each current executive officer of the Company. In addition to the executive
officer listed below, Mr. Egan, who serves as director of the Company, is executive officer of the Company.
Reed
L. Benson
has been Chief Financial Officer and Secretary from November 2014 to the present and a director from November 2014
to May 2017. Since September, 2008 to the present, in addition to the private practice of law, he is a founder and partner of
Legends Capital Group, LLC, a privately held venture capital group that identifies investment opportunities in natural resources,
bio tech and technology fields. From October 2004 to September 2008 he was employed as Chief Financial Officer, Secretary, and
General Counsel and member of Board of Directors of Broadcast International, Inc., a publicly traded communications services company.
From 2001 to October 2004, he was in the private practice of law where his practice focused on tax and business-related matters.
From July 1995 to January 2001 he was secretary and general counsel for Data Broadcasting Corporation, a provider of market information
to individual investors. Mr. Benson received his J.D. degree from the University of Utah School of Law in 1976 and a Bachelor
of Science Degree in Accounting from the University of Utah in 1971. Mr. Benson became a Certified Public Accountant in 1974.
Mr. Benson’s experience in finance, accounting and business consulting, together with his role as our CFO and prior public
company directorship, provide Mr. Benson with expertise enabling critical input to our company.
Brent
Satterfield
has been our Chief Science Officer since April 2013. Dr. Satterfield has been employed by the Company from January
31, 2015 to the present. Prior to that he was the sole shareholder and owner of DNA Logix, Inc. from January 2013 to January 31,
2015, and in DNA Logix he developed and patented the technology now owned by the Company. He founded Co-Diagnostics in April 2013
and is the first in his field to use engineering mathematics to design new DNA testing technology. From 2006 to 2008, he was employed
by Arcxis Biotechnologies where he developed new diagnostic platforms for groups such as the Department of Homeland Security,
the National Biodefense Analysis and Countermeasures Center, the United States Army Medical Research Institute of Infectious Disease,
Sandia National Laboratories, the California Department of Public Health and numerous others. Under fellowship from the Department
of Homeland Security, he received his Ph.D. in 2007 in Bioengineering with an emphasis in entrepreneurship and intellectual property
law from Arizona State University in a dual-enrollment program with UC Berkeley. Dr. Satterfield’s experience with the science
underlying all of the Company’s products and technology gives him valuable experience in advising the board on the status
of the products and our positioning in the diagnostic testing industry.
PROPOSAL
NO. 2 – RATIFICATION OF HAYNIE & COMPANY AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2019
The
Audit Committee appointed Haynie & Company (“Haynie”) to serve as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2019, and further directed that the selection of the independent registered
public accounting firm be submitted for ratification by the stockholders at the Annual Meeting. Stockholders are asked to ratify
the appointment of Haynie at the Annual Meeting. Representatives of Haynie are expected to be available during the Annual Meeting,
will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate
questions from stockholders.
|
|
2018
|
|
|
2017
|
|
Audit fees
|
|
$
|
67,650
|
|
|
$
|
96,531
|
|
Audit-related fees
|
|
|
-
|
|
|
|
-
|
|
Tax fees
|
|
|
2,913
|
|
|
|
-
|
|
All other fees
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
70,563
|
|
|
$
|
96,531
|
|
Accounting
Fees and Services
Fees
for professional services provided by our current independent auditors for each of the last two fiscal years, in each of the following
categories, are as follows:
Audit
fees included fees associated with the annual audit and reviews of our annual and quarterly reports for 2018 and our annual report
for 2107. In addition, the fees for 2017 included fees associated with our registration statement under the Securities Act of
1933, as amended, filed with the SEC. All audit fees incurred during 2018 were pre-approved by the audit committee. All audit
fees incurred during 2017 were pre-approved by our Board of Directors.
Tax
fees included fees associated with tax compliance and tax consultations. All tax fees incurred during 2018 were pre-approved by
the audit committee. All tax fees incurred during 2017 were pre-approved by our Board of Directors.
The
audit committee has adopted a policy that requires advance approval of all services performed by the independent auditor when
fees are expected to exceed $15,000. The audit committee has delegated to the audit committee chairman, Mr. Durenard, authority
to approve services, subject to ratification by the audit committee at its next committee meeting.
Vote
Required
Approval
of the ratification of the appointment of Haynie as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2019 requires the affirmative vote of a majority of the votes cast at the Annual Meeting. If the
appointment of Haynie is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during
the year if it determines that such a change would be in the best interests of the Company and its stockholders. Conversely, if
stockholders fail to ratify the appointment, the Audit Committee will reconsider the appointment.
BOARD
RECOMMENDATION
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “
FOR
” PROPOSAL NO. 2.
PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “
FOR
” PROPOSAL NO. 2 UNLESS STOCKHOLDERS SPECIFY A
CONTRARY VOTE.
EXECUTIVE
COMPENSATION
The
table below summarizes the total compensation paid or earned by each of the named executive officers in their respective capacities
for the fiscal years ended December 31, 2018, 2017 and 2016. When setting total compensation for each of the named executive officers,
the compensation committee reviewed tally sheets which show the executive’s current compensation, including equity and non-equity
based compensation. We have omitted in this report certain columns otherwise required to be included because there was no compensation
made with respect to such columns, as permitted by applicable SEC regulations.
Name and Principal Position
|
|
Year
|
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Option Awards ($)
|
|
|
All Other Compensation
|
|
|
Total ($)
|
|
Dwight
H. Egan
|
|
|
2018
|
|
|
|
275,000
|
|
|
|
12,500
|
|
|
|
186,000
|
|
|
|
-
|
|
|
|
463,500
|
|
President & Chief Executive Officer (1)
|
|
|
2017
|
|
|
|
195,000
|
|
|
|
15,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
210,000
|
|
|
|
|
2016
|
|
|
|
23,750
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
23,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reed L Benson
|
|
|
2018
|
|
|
|
200,000
|
|
|
|
10,000
|
|
|
|
155,000
|
|
|
|
-
|
|
|
|
365,000
|
|
Chief Financial Officer and Secretary (2)
|
|
|
2017
|
|
|
|
195,000
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
205,000
|
|
|
|
|
2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent Satterfield
|
|
|
2018
|
|
|
|
237,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
237,500
|
|
Chief Science Officer (3)
|
|
|
2017
|
|
|
|
159,300
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
159,300
|
|
|
|
|
2016
|
|
|
|
81,096
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
81,096
|
|
(1)
|
The
amounts shown in the salary column for 2016 and 2015 reflect amounts paid by the Company to Reagents, LLC
that were
specifically designated as compensation for Mr. Egan.
|
(2)
|
Mr.
Benson is a member of Legends Capital Group, LLC, which received consulting income from the Company in 2015 and 2016.
However,
Mr. Benson did not receive any of the funds received by Legends Capital Group from the Company.
|
(3)
|
Dr.
Satterfield also received royalties from the Company in the amount of $2,500 in 2016 and $170,000 in 2017 pursuant
to
a technology license agreement that was amended in January 2017 to terminate the ongoing royalties and
the
payments in 2017 reduced the past accrued royalties.
|
Other
Compensation
We
do not have any non-qualified deferred compensation plan.
Outstanding
Equity Awards at Fiscal Year-End
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
|
|
Option Exercise Price ($
|
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock that have not Vested (#)
|
|
|
Market Value of shares or Units of Stock that have not Vested ($)
|
|
|
Number of Unearned shares, units or other rights that have not vested (#)
|
|
|
Market or payout value of unearned shares, units or other rights that have not vested ($)
|
|
(a)
|
|
|
(b)
|
|
|
|
(c)
|
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
|
(g)
|
|
|
|
(h)
|
|
|
|
(i)
|
|
Dwight H. Egan
|
|
|
50,000
|
|
|
|
100,000
|
|
|
|
2.63
|
|
|
01/15/2025
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Reed L. Benson
|
|
|
41,667
|
|
|
|
83,333
|
|
|
|
2.63
|
|
|
01/15/2025
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Potential
Payments Upon Termination or Change of Control
There
is no compensation payable to the named executive officers upon voluntary termination, retirement, involuntary not-for-cause termination,
termination following a change of control or in the event of disability or death of the executive.
Compensation
Committee Interlocks and Insider Participation in Compensation Decisions
None
of our executive officers served as a member of the compensation committee or as a director of any other company.
STOCKHOLDER
PROPOSALS
Stockholders
who intend to present proposals at the 2019 annual meeting of stockholders, and who wish to have those proposals included in Co-Diagnostics’
proxy statement for such meeting, must be certain that those proposals are received by the Corporate Secretary at 2401 S. Foothill
Drive Suite D Salt Lake City, Utah 84109.
STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Stockholders
and other interested parties may make their concerns known confidentially to the Board of Directors or the independent directors
by sending an email to the Company’s secretary. Each communication should specify the applicable addressee or addressees
to be contacted as well as the general topic of the communication. We will initially receive and process communications before
forwarding them to the addressee. We generally will not forward to the directors a communication that it determines to be primarily
commercial in nature or related to an improper or irrelevant topic, or that requests general information about the Company.
ANNUAL
REPORTS
A
copy of the Company’s Annual Report to Stockholders for the year ended December 31, 2018, as amended, accompanies this Proxy
Statement. Such annual report is not part of the proxy solicitation materials.
Upon
receipt of a written request, the Company will furnish to any stockholder without charge a copy of the Company’s Annual
Report on Form 10-K, as amended, for the year ended December 31, 2018 without exhibits required to be filed under the Exchange
Act. Such written requests should be directed to 2401 S. Foothill Drive Suite D Salt Lake City, Utah 84109. The Annual Report
on Form 10-K, as amended, is not part of the proxy solicitation materials.
OTHER
MATTERS
Each
proxy solicited hereby also confers discretionary authority on the proxies named therein to vote the proxy with respect to the
election of any person as a director if a nominee is unable to serve or for good cause will not serve, matters incident to the
conduct of the meeting, and upon such other matters as may properly come before the Annual Meeting. Management is not aware of
any business that may properly come before the Annual Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is intended that the proxies solicited hereby will be
voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.
YOUR
VOTE IS IMPORTANT! WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
|
By
Order of the Board of Directors,
|
|
|
|
Dwight
H. Egan
|
|
Chairman
of the Board and Chief Executive Officer
|
|
|
|
|
Salt
Lake City, Utah
|
|
August
9, 2019
|
|
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