Current Report Filing (8-k)
01 Abril 2022 - 3:02PM
Edgar (US Regulatory)
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2022-03-31
2022-03-31
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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): March 31, 2022
CO-DIAGNOSTICS,
INC.
(Exact
name of registrant as specified in its charter)
Utah |
|
001-38148 |
|
46-2609363 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2401
S. Foothill Drive, Suite D
Salt
Lake City, UT 84109
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (801) 438-1036
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class: |
|
Trading
Symbol(s): |
|
Name
of each exchange on which registered: |
Common
Stock, par value $0.001 per share |
|
CODX |
|
The
NASDAQ Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a)
On and effective as of March 31, 2022, the Board of Directors (the “Board”) of Co-Diagnostics, Inc. (the “Company”)
adopted amended and restated bylaws for the Company (the “Amended and Restated Bylaws”). Among other things, the Amended
and Restated Bylaws permit the creation of a classified board of directors, reduce the quorum requirement for stockholder meetings, provide
detailed requirements for shareholder proposals and board nominations; allow for indemnification of officers and directors and other
Company representees, and eliminate shareholder action by written consent. The foregoing summary of the Amended and Restated Bylaws is
qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to
this report and is hereby incorporated by reference into this Item 5.03.
Item
9.01 | Financial
Statements and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
CO-DIAGNOSTICS,
INC. |
|
|
|
|
|
Date: |
April
1, 2022 |
|
By: |
/s/
Brian Brown |
|
|
|
|
Brian
Brown |
|
|
|
|
Chief
Financial Officer |
|
|
|
|
(Principal
Financial and Accounting Officer) |
Co Diagnostics (NASDAQ:CODX)
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