Co-Diagnostics, Inc. (NASDAQ: CODX) announced the results of a court-ordered special meeting of shareholders held on November 13, 2026. The primary outcome of the meeting was the approval of Amendment No. 1 to the Company's 2025 Equity Incentive Plan. The amendment increases the number of authorized shares of common stock available for issuance under the plan by 2,000,000 shares. As amended, the plan allows for the issuance of up to 2,223,333 shares, with additional shares becoming available if awards under the 2015 Long-Term Incentive Plan are cancelled or forfeited.
The filing details the voting results for several shareholder proposals. The election of directors was approved, with Dwight Egan, Eugene Durenard, Richard Serbin, James Nelson, and Edward Murphy each receiving a majority of votes for their one-year terms. Shareholders also adopted an advisory resolution regarding executive compensation.
Additional matters approved by the shareholders include the ratification of Tanner LLC as the independent registered public accounting firm for the year ending December 31, 2026, and the amendment of the Company’s Articles of Incorporation to reduce the quorum requirement to one-third of votes entitled to be cast. The approval was also granted for the potential exercise of new warrants to purchase an aggregate of 3,404,724 shares at an exercise price of $1.56 per share, issued on August 3, 2026.
Shareholders approved a proposal to authorize the Board of Directors to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock. The proposed splits must occur on one or more occasions with a ratio of not less than 1-for-2, with a cumulative effect not to exceed 1-for-750. The timing and final ratio will be determined by the Board within twelve months following the meeting. The amendment to the Articles of Incorporation to effect these splits was approved without further stockholder authorization.
