Co-Diagnostics special meeting covers financing-related issuance, equity dilution and reverse split

Meeting and quorum: The court-ordered Special Meeting is scheduled for November 13, 2026 at 7:30 a.m. Mountain Time; the October 22, 2026 record date applies, and one-third (33 1/3%) of votes constitutes a quorum under the October 15, 2026 court order.

Warrant exercise: Shareholders are asked to approve exercise of 3,404,724 New Warrants at $1.56 per share, issued on August 3, 2026 under a July 30 inducement agreement; full cash exercise could generate approximately $5.31 million, and the warrants have a five-year term beginning with stockholder approval.

Secured note financing: Shareholders are asked to approve conversion and related share issuance under an October 9, 2026 senior secured convertible note financing with up to $3.1 million of funding, $2.1 million initially funded against $2.835 million of original principal, 600,000 Commitment Shares and potential issuance of up to 4,185,000,000 conversion shares if the floor reaches $0.001.

Equity plan: The proposed reserve increase adds 2,000,000 shares, taking authorized shares under the 2025 Equity Incentive Plan to 2,263,376; the filing states that the addition represents approximately 22.7% of current outstanding shares and 12.1% on a basis assuming warrant exercise and note conversion.

Reverse stock split: Approval would authorize one or more splits of not less than 1-for-2, with cumulative effect capped at 1-for-750, at the board's discretion within 12 months; the board cites potential benefits for Nasdaq listing, per-share price, trading volume and future financings.

Governance package: Five incumbent directors seek re-election; shareholders will also vote on FY2025 say-on-pay, ratification of Tanner LLC as the 2026 auditor and a permanent one-third quorum. Daniel Bohrer became Executive Vice President of Finance and Accounting in September 2026, and Brian Brown is identified as former Chief Financial Officer.

Vote requirements: Proposals 2 through 9 require a majority of votes cast, directors are elected by plurality, and the board recommends voting FOR all nine proposals.