8-K: Co-Diagnostics Faces Nasdaq Delisting, OTC Transfer

Co-Diagnostics, Inc. received notice from Nasdaq regarding the delisting of its common stock due to non-compliance with the minimum bid price rule, with trading suspension effective January 14, 2026.

Summary

• Co-Diagnostics, Inc. (CODX) received a delisting notice from Nasdaq on January 7, 2026.
• The delisting is due to continued non-compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.
• Trading of CODX common stock on The Nasdaq Capital Market will be suspended effective at the open of trading on January 14, 2026.
• The company's securities are expected to trade on the Pink Limited Information tier of the OTC Market under its current trading symbol: CODX.
• The company plans to timely request a hearing before the Nasdaq Hearings Panel to address the bid price deficiency.
• Following a 1-for-30 reverse stock split effective January 2, 2026, the bid price has closed at or above $1.00 per share since January 2, 2026.
• If the bid price remains at or above $1.00 for 10 consecutive business days ending January 15, 2026, the company will seek a compliance determination from Nasdaq Staff and cancel the hearing.

Sentiment

Score: 2

Explanation: The delisting notice and impending suspension of trading from Nasdaq to the OTC market is a significant negative event for the company and its shareholders, indicating severe governance and market perception issues, despite recent efforts to regain compliance.

Positives

• The bid price for common stock has closed at or above $1.00 per share since January 2, 2026, following a 1-for-30 reverse stock split.
• The company plans to timely request a hearing before the Nasdaq Hearings Panel to address the bid price deficiency.
• There is a potential path to regain compliance if the bid price holds above $1.00 for 10 consecutive days ending January 15, 2026.

Negatives

• Received a notice of delisting from The Nasdaq Stock Market LLC.
• Trading of common stock will be suspended from The Nasdaq Capital Market effective January 14, 2026.
• The company's securities are expected to transfer to the Pink Limited Information tier of the OTC Market, which typically has lower liquidity and visibility.
• The company failed to regain compliance with Nasdaq's minimum bid price rule despite an initial and a second 180-calendar-day compliance period.
• There is no assurance that the company will regain compliance or that any determination would affect the timing of the trading suspension.

Risks

• Failure to regain compliance with Nasdaq's minimum bid price requirement could lead to permanent delisting from Nasdaq.
• Trading on the OTC Market's Pink Limited Information tier may result in reduced liquidity, investor interest, and share price volatility.
• The company may not be able to maintain a bid price of at least $1.00 per share for the required 10 consecutive business days.
• Even if compliance is achieved, there is no assurance it would affect the timing or implementation of the trading suspension.

Future Outlook

The company plans to request a hearing with the Nasdaq Hearings Panel and will seek a compliance determination if its bid price remains at or above $1.00 per share for 10 consecutive business days ending January 15, 2026. However, there is no assurance that compliance will be regained or that any determination will affect the timing of the trading suspension.

Management Comments

• "The Company plans to timely request a hearing before the Nasdaq Hearings Panel to address the bid price deficiency."
• "In the event the Company evidences a closing bid price of at least $1.00 per share for the minimum 10-consecutive business day period ending January 15, 2026, the Company will seek a compliance determination from the Staff and cancelation of the hearing."
• "There can be no assurance, however, that the Company will regain compliance or that any such determination would affect the timing or implementation of the trading suspension described in the Notice."

Industry Context

This delisting notice highlights the ongoing challenges faced by smaller biotechnology or diagnostic companies in maintaining exchange listing requirements, particularly during periods of market volatility or operational shifts. Companies often resort to reverse stock splits to meet minimum bid price rules, but sustained compliance requires underlying business strength and investor confidence. The move to the OTC market typically reduces visibility and liquidity, impacting investor perception and access to capital compared to Nasdaq-listed peers.

Stakeholder Impact

• Shareholders: Will experience a transfer of trading from Nasdaq to the OTC Market, potentially leading to reduced liquidity, lower visibility, and increased volatility for their shares. There is also uncertainty regarding the company's ability to regain Nasdaq compliance.
• Investors: May face challenges in trading and valuing the stock due to the move to a less regulated and less transparent market tier.

Next Steps

• The company will timely request a hearing before the Nasdaq Hearings Panel.
• If the bid price remains at or above $1.00 for 10 consecutive business days ending January 15, 2026, the company will seek a compliance determination from Nasdaq Staff and cancel the hearing.
• Trading of the company's securities will be suspended from The Nasdaq Capital Market effective January 14, 2026.
• The company's securities are expected to trade on the Pink Limited Information tier of the OTC Market.

Key Dates

Recommendation

The delisting from Nasdaq and transfer to the OTC Pink Limited Information tier represents a severe blow to investor confidence, liquidity, and the company's market standing. While a reverse stock split was executed and the bid price temporarily recovered, the failure to sustain compliance over an extended period, coupled with the imminent trading suspension, indicates fundamental issues. The uncertainty of regaining compliance and the reduced market access on the OTC market make this a high-risk investment with significant downside potential, warranting a strong sell recommendation for existing holders and avoidance for new investors.

Keywords

Co-Diagnostics, CODX, Nasdaq delisting, minimum bid price, OTC Market, reverse stock split, corporate governance, listing compliance, stock suspension