The ATM overhang will pressure CODX shares as the market prices in continuous dilution. Monitor daily volume and ATM sales disclosures in subsequent 8-K filings. The going-concern warning and Nasdaq monitor make this a high-risk name; any weakness below $1.00 could trigger delisting proceedings. Short interest at ~6.5% of float suggests bearish positioning, but the ATM could accelerate downside.
Price Chart
Executive Summary
Co-Diagnostics filed a 424B5 prospectus supplement to sell up to $7.9M of common stock via an at-the-market (ATM) offering through Maxim Group LLC. This is a takedown from the $150M universal shelf filed in May 2026. The company's auditor included a going-concern paragraph in its FY2025 report, and the company is pre-revenue on its key Co-Dx PCR platform, which has not received FDA clearance. The ATM adds immediate dilution risk to a micro-cap stock already under a Nasdaq discretionary panel monitor through March 2027.
Key Facts
- Company may sell up to $7,901,383 of common stock via ATM through Maxim Group LLC at a 3% commission.
- Pro forma shares outstanding could reach 9,040,409, up from 5,278,957 as of June 30, 2026 — potential dilution of ~71% at the $2.10 reference price.
- Auditor's FY2025 report includes a going-concern explanatory paragraph citing recurring losses from operations.
- Co-Dx PCR platform (point-of-care/at-home diagnostic) has not received FDA clearance; the company voluntarily withdrew its 510(k) submission in 2024.
- Nasdaq imposed a Discretionary Panel Monitor through March 2027; a 30-day close below $1.00 triggers immediate delist determination with no 180-day cure.
- During the prior 12 months, the company sold ~$11.3M of securities under the same shelf registration (I.B.6).
Financial Impact
Up to $7.9M gross proceeds from ATM, net ~$7.6M after 3% commission and ~$75K estimated expenses. Potential dilution of up to 3.76M shares (71% of current float).
Risk Factors
- Continuous dilution from ATM sales will pressure stock price.
- Going-concern qualification raises risk of eventual liquidation or distressed financing.
- Nasdaq delisting risk if bid price falls below $1.00 for 30 consecutive days (no cure period under monitor).
- Co-Dx PCR platform may never receive FDA clearance, leaving the company without a clear revenue catalyst.
- Management has broad discretion on use of proceeds; no specific allocation to value-creating activities.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001493152-26-034835 |
| Document: 0001493152-26-034835-index-headers.html | 0001493152-26-034835 |
| Document: 0001493152-26-034835-index.html | 0001493152-26-034835 |
| Document: 0001493152-26-034835.txt | 0001493152-26-034835 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | DEF 14A | $0.5473 | awaiting T+20 | — | $0.5470 (+0.05%) |
Oct 15, 2026 11d ago | 8-K/A | $0.7151 | awaiting T+20 | — | $0.5470 (+23.51%) |
Oct 13, 2026 13d ago | 8-K | $1.07 | awaiting T+20 | — | $0.5470 (+48.64%) |
Sep 16, 2026 5w ago | 8-K | $0.9408 $1.07 | ▲ +13.20% | ▲ +10.02% | $0.5470 (−41.86%) |
Sep 16, 2026 5w ago | 8-K | $0.9408 $1.07 | ▲ +13.20% | ▲ +10.02% | $0.5470 (−41.86%) |
Sep 4, 2026 7w ago | DEFA14A | $1.16 $1.10 | ▼ −5.17% | ▼ −5.77% | $0.5470 (−52.84%) |
Sep 2, 2026 7w ago | EFFECT | $1.16 $1.07 | ▲ +7.76% | ▲ +7.68% | $0.5470 (+52.84%) |
Jul 31, 2026 12w ago | 8-K | $1.44 $1.21 | ▲ +15.97% | ▲ +18.96% | $0.5470 (+62.01%) |
Jul 27, 2026 13w ago | 424B5 | $1.41 $1.23 | ▲ +12.77% | ▲ +16.15% | $0.5470 (+61.21%) |
Jun 1, 2026 21w ago | EFFECT | $6.20 $3.10 | ▲ +50.00% | ▲ +48.70% | $0.5470 (+91.18%) |
US Market Status
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