UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 10, 2022, Co-Diagnostics, Inc. (“CODX”) entered into an Amendment to Agreement and Plan of Merger (the “ACI Amendment”) with Advanced Conceptions, Inc., (“ACI”), and Richard Abbott, as Company Representative for ACI (“Representative”). Among other things, the ACI Amendment added a new section that addresses the process for removal of certain restrictive legends from securities issued in the merger of ACI into CODX and now ties the expiration of certain fundamental representations made by CODX to the removal of the restrictive legends.
On June 10, 2022, Co-Diagnostics, Inc. entered into an Amendment to Agreement and Plan of Merger (the “IDM Amendment”) with Idaho Molecular, Inc., (“IDM”), and Kirk Ririe, as Company Representative for IDM (“Representative”). Among other things, the IDM Amendment added a new section that addresses the process for removal of certain restrictive legends from securities issued in the merger of IDM into CODX and now ties the expiration of certain fundamental representations made by CODX to the removal of the restrictive legends.
The foregoing descriptions of the ACI Amendment and the IDM Amendment do not purport to be a complete description thereof and are qualified in their entirety by reference to the full text of the amendments, which are attached hereto as Exhibits 2.1 and 2.2, respectively and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 2.1 | Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative | |
| 2.2 | Amendment to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | June 16, 2022 | By: | /s/ Brian Brown | |
| Brian Brown | ||||
| Chief Financial Officer | ||||
| (Principal Financial and Accounting Officer) | ||||