Co-Diagnostics enters into $3.1 million senior secured convertible loan with J.J. Astor & Co.

Two-tranche structure: $2.1 million funded at initial closing on October 9, 2026; an additional $1.0 million tranche is available 60 days after closing subject to multiple conditions including a closing price at or above $1.00 and Stockholder Approval.

Conversion mechanics: the greater of 90% of the lowest 10-trading-day VWAP preceding conversion or the Nasdaq Minimum Price of $1.09, subject to a $0.218 Floor Price (20% of Nasdaq Minimum Price) that resets every six months.

Repayment terms: Initial Note has a 1.35x factor ($2.835 million Original Principal Amount on $2.1 million funded), pays in 30 weekly installments of $94,500 commencing October 14, 2026, and matures May 7, 2027.

Security package: senior-priority lien on substantially all assets of Co-Diagnostics and its three existing subsidiaries (DNA Logix, Inc.; Idaho Molecular, Inc.; Advanced Conceptions, Inc.) as guarantors, $250,000 minimum cash covenant, and a Covenant Compliance Guarantee signed by CEO Dwight H. Egan and EVP Daniel Bohrer.

ATM Waterfall Distribution Agreement: 100% of net proceeds from the existing $7,350,877.68 ATM facility (Maxim Group as sales agent) are swept to a lender-controlled DACA account, with $1.0 million to the lender initially, then 80% lender/20% company until weekly installments are satisfied, then 25%/75%; an ATM Coverage Requirement of 200% of outstanding principal must be maintained.

Equity issuance: 600,000 Commitment Shares issued to the lender at closing with a make-whole provision tied to a $0.218 reference price; a 9.99% Beneficial Ownership Cap (increasable to 19.99%) and a 19.99% Exchange Cap under Nasdaq Listing Rule 5635 unless stockholder approval is obtained.

Stockholder action required: the Company must file a preliminary proxy within five business days of initial funding, mail the definitive proxy within five business days of SEC clearance, and hold a Stockholders Meeting by November 10, 2026 to authorize 5635(d) issuances and reverse stock splits of up to 1-for-750.