科代诊断 2024年度报告

Form10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______to_______ Commission File Number001-38148 CO-DIAGNOSTICS, INC. (Exact Name of Registrant as Specified in Its Charter) Utah46-2609396(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification Number) 2401 S. Foothill Drive,Salt Lake City,Utah84109(Address of principal executive offices and zip code) (801)438-1036(Registrant’s telephone number including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or such shorter period that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price atwhich the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter wasapproximately $37,000,000. As of March 21, 2025, there were33,572,643shares of common stock, par value $0.001per share, outstanding. Table of Contents PagePART IItem 1.Business.4Item 1A.Risk Factors.13Item 1B.Unresolved Staff Comments.25Item 1C.Cybersecurity26Item 2.Properties.27Item 3.Legal Proceedings.27Item 4.Mine Safety Disclosures.28PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.29Item 6.[Reserved.]30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.30Item 7A.Quantitative and Qualitative Disclosures About Market Risk.34Item 8.Financial Statements and Supplementary Data.35Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.55Item 9A.Controls and Procedures.55Item 9B.Other Information.56Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.56PART IIIItem 10.Directors, Executive Officers and Corporate Governance.56Item 11.Executive Compensation.61Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.64Item 13.Certain Relationships and Related Transactions, and Director Independence.65Item 14.Principal Accountant Fees and Services.