On October 9, 2026, Co-Diagnostics, Inc. entered into a Loan Agreement with J.J. Astor & Co. (the “Lender”) to provide up to $3.1 million in aggregate principal funding. At the initial closing, the Lender funded an initial loan of $2.1 million, resulting in the issuance of a senior secured convertible installment promissory note with an original principal amount of $2.835 million. The company also issued 600,000 shares of common stock as commitment shares at the closing date.
The transaction includes an option for the Company to borrow an additional $1.0 million and issue an additional note with an original principal amount of $1.35 million beginning 60 days after the Loan Agreement date. The original principal amounts of the notes reflect a factor rate of 1.35 times the applicable funded amount. The Lender retained a 4% origination fee from the initial funded amount, resulting in initial net cash proceeds of approximately $2.016 million before other transaction expenses.
The notes are payable in 30 weekly installments and are secured by a senior-priority lien on substantially all assets of the Company and its existing subsidiaries. The Company must maintain a minimum cash balance of $250,000 while the notes are outstanding. The company intends to use the net proceeds for general working capital purposes.
Conversion terms allow the Lender to convert the outstanding balance into shares of common stock at a price equal to the greater of 90% of the lowest volume-weighted average price during the 10 consecutive trading days preceding the conversion date and the minimum price determined under Nasdaq listing rules, subject to a floor price. Following an event of default, the outstanding principal amount increases to 120% and bears default interest at 19% per annum, compounded daily.
In connection with the transaction, Co-Diagnostics entered into a placement agency agreement with Maxim Group LLC, under which Maxim will act as the exclusive placement agent on a reasonable best efforts basis. The Company agreed to pay Maxim a cash fee equal to 5.0% of the gross proceeds received at the initial closing and at any additional closing. Additionally, the Company entered into an ATM Waterfall Distribution Agreement with Maxim, which stipulates that 100% of the net proceeds from sales under the Company’s existing at-the-market offering program will be remitted to a deposit account in favor of the Lender until the required weekly installment payments are satisfied.
