Co-Diagnostics (CODX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for December 5, 2025, to vote on a reverse stock split amendment.

• Proposal seeks authority for a reverse split at a ratio between 1-for-2 and 1-for-30, with the final ratio set by the Board within twelve months.

• Main objective is to regain compliance with Nasdaq’s $1.00 minimum bid price requirement and maintain listing.

• Board unanimously recommends voting in favor of the proposal.

Voting matters and shareholder proposals

• Only shareholders of record as of October 29, 2025, are eligible to vote; each share equals one vote.

• Voting can be done by mail, phone, internet, or in person at the meeting.

• Proposal requires a majority of votes cast to pass; abstentions and broker non-votes do not count as votes cast.

• No dissenters’ rights are available for this proposal.

• Shareholder proposals for the 2026 meeting must be submitted by December 15, 2025, to be considered for inclusion.

Board of directors and corporate governance

• Board has discretion to set the reverse split ratio and to abandon the split if deemed unnecessary.

• Board and executive officers as a group own 5.4% of outstanding shares, with no individual holding over 1.4%.

• Shareholders can communicate confidentially with the Board via email.