Co-Diagnostics files preliminary proxy for court-ordered special meeting covering director election, 2025 plan share increase, Nasdaq warrant/conversion approvals, and reverse stock split

Court-ordered special meeting with a reduced one-third quorum was implemented pursuant to an October 15, 2026 Utah Business and Chancery Court order following an October 13, 2026 petition by CEO Dwight Egan to address the Company's dispersed stockholder base.

Nasdaq Listing Rule 5635(d) stockholder approvals are sought for the potential exercise of New Warrants covering 3,404,724 shares at $1.56 per share (potential gross proceeds of up to approximately $5.31 million) issued August 3, 2026 pursuant to a July 30, 2026 Inducement Agreement, and for the issuance of Conversion Shares and 600,000 Commitment Shares to J.J. Astor & Co., including any floor price reductions below 20% of the Nasdaq Minimum Price.

J.J. Astor & Co. senior secured convertible note financing provides up to $3.1 million aggregate funding, senior secured by substantially all assets, with $2.1 million initial funding on October 9, 2026, an Origination Fee of $84,000 retained by the Lender, and an Event of Default conversion price at 80% of the lowest VWAP.

Reverse stock split authorization would permit the Board to effect one or more splits at ratios of 1-for-2 up to a cumulative 1-for-750 within twelve months following the Special Meeting, with no change to authorized common stock (100,000,000 shares) and fractional shares rounded up to the nearest whole share rather than cash.

2025 Equity Incentive Plan share increase: the amendment would add 2,000,000 shares to the plan, bringing authorized issuance to 2,223,333 shares after giving effect to the 1-for-30 reverse stock split effected in December 2025.

Common shares outstanding as of the Record Date were 8,108,946, increasing to 15,809,863 assuming exercise of all outstanding warrants and conversion of the outstanding convertible note; outstanding 2026 common stock purchase warrants totaled approximately 5,100,000, with approximately 2,600,917 shares underlying the outstanding convertible note.

Audit Committee appointed Tanner LLC as independent registered public accounting firm for FY2026; aggregate fees of $539,910 in 2025 versus $194,923 in 2024, including audit-related fees of $359,601 covering Cosara audit, benefit plan audits, and equity financing transaction services.