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 2023-10-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549.

 Form

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from_______to_______

 Commission
File Number 001-38148

INC.

 (Exact
Name of Registrant as Specified in Its Charter)

 Utah

 46-2609396

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 2401
S. Foothill Drive, Salt Lake City, Utah 84109

 (Address
of principal executive offices and zip code)

 (801) 438-1036

 (Registrant's
telephone number including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock

 CODX

 The
 Nasdaq Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or such shorter period that the registrant was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common stock was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was
approximately $ 33,000,000.

 As
of March 12, 2024, there were 31,259,668 shares of common stock, par value $0.001 per share, outstanding.

 Table
of Contents

 Page

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item
 1B.

 Unresolved Staff Comments.

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties.

 Item
 3.

 Legal Proceedings.

 Item
 4.

 Mine Safety Disclosures.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item
 6.

 [Reserved.]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item
 9A.

 Controls and Procedures.

 Item
 9B.

 Other Information.

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item
 10.

 Directors, Executive Officers and Corporate Governance.

 Item
 11.

 Executive Compensation.

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item
 14.

 Principal Accountant Fees and Services.

 Item
 15.

 Exhibits and Financial Statement Schedules.

 PART
I

 Forward-Looking
Statements

 This
Annual Report on Form 10-K contains "forward-looking statements" that involve risks and uncertainties. All statements other
than statements of historical fact contained in this Annual Report and the documents incorporated by reference herein, including statements
regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations,
are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates,"
"believes," "can," "continue," "could," "estimates," "expects,"
"intends," "may," "plans," "potential," "predicts," "should,"
or "will" or the negative of these terms or other comparable terminology. Although we do not make forward looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors which may affect our or our industry's actual results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated,
very competitive, and rapidly changing environment. New risks emerge from time to time, and it is not possible for us to predict all
risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause our actual results to differ materially from those contained in any forward-looking statements.

 We
have based these forward-looking statements largely on our current expectations and projections about future events and financial trends
that we believe may affect our financial condition, results of operations, business strategy, short term and long-term business operations,
and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results
to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this Annual Report, and in particular, the risks discussed under " Item 1,
Business," "Item 1A, Risk Factors," and "Item 7, Management's Discussion and Analysis of Financial Condition
and Results of Operations," and those discussed in other documents we file with the Securities and Exchange Commission (the
"SEC"). In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in
this Annual Report may not occur as described and actual results could differ materially and adversely from those anticipated or implied
in the forward-looking statement.

 Important
factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation:

 the
 results of clinical evaluations and the regulatory approval process;

 market
 acceptance of any products that may be approved for commercialization;

 our
 ability to protect our intellectual property rights;

 the
 impact of any infringement actions or other litigation brought against us;

 competition
 from other providers and products;

 our
 ability to develop and commercialize new and improved products and services;

 in government regulation;

 and
 other factors (including the risks contained in the section entitled "Risk Factors" in other documents we file with the
 SEC) relating to our industry, our operations and results of operations.

 Should
one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or planned.

 Given
these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements
contained in this Annual Report speak only as of the date of this Annual Report. We undertake no obligation to update any forward-looking
statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date
hereof.

 As
used in this Annual Report, the terms "we", "us", "our", "Company", "CODX"
and "Co-Diagnostics" means Co-Diagnostics, Inc., a Utah corporation and its consolidated subsidiaries (the "Company"),
unless otherwise indicated.

 ITEM
1: BUSINESS

 Overview

 Co-Diagnostics, Inc., a Utah corporation (the "Company" or
"CODX"), develops, manufactures and sells reagents used for diagnostic tests that function via the detection and/or analysis
of nucleic acid molecules (DNA or RNA), including robust and innovative molecular tools for detection of infectious diseases, liquid biopsy
for cancer screening, and agricultural applications. Our diagnostics systems enable dependable, low-cost, molecular testing for organisms
and genetic diseases by automating or simplifying historically complex procedures in both the development and administration of tests.
CODX's technical advance involves a novel, patented approach to PCR test design of primer and probe structure ("CoPrimers ")
that eliminates one of the key vexing issues of PCR amplification: the exponential growth of primer-dimer pairs (false positives and false
negatives) which adversely interferes with identification of the target DNA/RNA. Using our proprietary test design system and proprietary
reagents, we have designed and obtained regulatory approval to sell PCR diagnostic tests for the detection of COVID-19, influenza, tuberculosis,
hepatitis B and C, human papillomavirus, malaria, chikungunya, dengue, and the Zika virus. These initial diagnostic tests were cleared
for use in clinical labs only and not for point-of-care or at-home use.

 We
are currently developing a unique, groundbreaking portable diagnostic device and test system designed for point-of-care and at-home
use. The system is comprised of our PCR instrument that we refer to as the Co-Dx PCR Pro instrument, our proprietary
diagnostic test cup system and a mobile application to be installed on the user's mobile device. We refer to the system as the
"Co-Dx PCR platform that is being designed to bring affordable, reliable polymerase chain reaction ("PCR")
testing to patients in point-of-care and at-home settings. The Co-Dx PCR platform is subject to U.S. Food and Drug Administration
("FDA") review and is not available for sale at the time of this filing. In December 2023, we submitted the Co-Dx PCR
platform for review by the U.S. Food and Drug Administration (FDA) for Emergency Use Authorization (EUA). The submission included
the PCR Pro instrument, Co-Dx PCR COVID-19 detection test cups, and mobile app, all designed for use in point-of-care and at-home
settings. There is no guarantee that our Co-Dx PCR platform will receive the necessary regulatory approvals for commercialization,
or that, if regulatory approval is received, we will be able to successfully commercialize this platform.

 Technology

 We
believe our proprietary molecular diagnostics technology is paving the way for innovation in disease detection and life sciences research
through our enhanced detection of genetic material. For various reasons, including owning our own platform, we believe we will be able
to accomplish this faster and more economically than some competitors, allowing for significant margins while still positioning ourselves
as a low-cost provider of molecular diagnostics and screening services. For example, we were the first US-based company to receive a
CE-marking for a COVID-19 test in early 2020, as we worked to help slow the spread of the pandemic through our global network of distributors
covering clinical labs in more than 50 countries. Our Logix Smart COVID-19 test was designed, developed, submitted for regulatory approval
and ready to be used as an in vitro diagnostic or IVD in countries that accept a CE Mark as approval for use of the test in a period
of just over 30 days. This is a real-world example of how the CODX technology can be used in an evolving epidemic or pandemic to get
diagnostic tools in the hands of medical professionals in a timely manner. It can be similarly used to design a test for mutated strains
of the virus should they not be detectable using currently available tests.

 In
addition, continued development has demonstrated the unique properties of our CoPrimer technology that we believe makes it ideally suited
for a variety of applications where specificity is key to optimal results, including multiplexing several targets, enhanced Single Nucleotide
Polymorphism ("SNP") detection and enrichment for next generation sequencing.

 Our
scientists use the complex mathematics of DNA/RNA PCR test design to engineer and optimize PCR tests and to automate algorithms that
rapidly screen millions of possible options to pinpoint the optimum design. The intellectual property we use in our business, consisting
of the predictive mathematical algorithms and patented molecular structure used in the testing process, which together represents a major
advance in PCR testing systems. CODX technologies are now protected by more than 20 granted or pending US and foreign patents, as well
as certain trade secrets and copyrights. Ownership of our proprietary platform permits us the advantage of avoiding payment of patent
royalties required by other PCR test systems, which may allow the sale of diagnostic PCR tests at a lower price than competitors, while
enabling us to maintain profit margins.

 Our
proprietary test design process involves identifying the optimal locations on the target genes for amplification and pair the locations
with the optimized primer and probe structure to achieve outputs that meet the design input requirements identified from market research.
This is done by following planned and documented processes, procedures and testing. In other words, we use the data resulting from our
tests to verify whether we succeeded in designing what we intended. Verification involves a series of testing that concludes that the
product is ready to proceed to validation in an evaluation either in our laboratory or in an independent laboratory setting using initial
production tests to confirm that the product as designed meets the user needs.

 Using
our proprietary test design system and proprietary reagents, we have designed and obtained regulatory approval in the European Community
and in India to sell PCR diagnostic tests for the detection of COVID-19, influenza, tuberculosis, hepatitis B and C, human papillomavirus,
malaria, chikungunya, dengue, and the Zika virus. In the United States, we obtained Emergency Use Authorization ("EUA") for
our Logix Smart COVID-19 detection test from the Food and Drug Administration, or
FDA, and we sell that test to qualified labs. In addition, our COVID-19 detection test and certain of our other suite of COVID-19 products
have been approved for sale in countries such as the United Kingdom, Australia and Mexico by the regulatory bodies in those countries
and have been registered for sale in many more countries. In connection with the sale of our tests we may sell diagnostic equipment from other manufacturers as self-contained
lab systems (which we refer to as the "MDx Device").

 In
addition to testing for infectious disease, the technology lends itself to identifying any section of a DNA or RNA strand that describes
any type of genetic trait, which creates several significant applications. We, in conjunction with our customers, have designed and licensed tests that identify genetic traits in plant and animal genomes. We also have three multiplexed tests developed
to test mosquitos for the identification of diseases carried by the mosquitos to enable municipalities to concentrate their efforts in
managing mosquito populations on the specific areas known to be breeding the mosquitos that carry deadly viruses.

 Co-Dx
PCR Platform

 We believe the benefits of affordable,
high-quality diagnostics should be available to everyone. High-quality point-of-care PCR testing plays a crucial role in healthcare.
It enables rapid diagnosis of infectious diseases, such as COVID-19 or tuberculosis, facilitating timely treatment and containment
measures. By delivering results on-site, it eliminates the need for sample transportation, reducing the risk that the sample is
transported incorrectly or lost enroute, reducing turnaround time to results, and allowing for immediate decision-making. The
quality of PCR testing at the point of care ensures reliable detection of pathogens, minimizing incorrect results. In short,
high-quality PCR testing at home and at the point of care enhances patient care, public health response, and helps control the
spread of infectious diseases. That is why we are developing the Co-Dx PCR platform utilizing our Co-Primers real-time PCR
technology for at-home and point-of-care testing. Because we believe that testing for COVID-19 and other infectious diseases will
continue to be a consideration for public health worldwide, we initiated the Co-Dx PCR platform to facilitate frequent, affordable,
reliable polymerase chain reaction ("PCR") testing to patients in point-of-care and at-home settings, including schools,
businesses, and the hospitality industry. We believe this may be accomplished through the development of a testing system comprised
of a compact, relatively low-cost testing device, the Co-Dx PCR Pro instrument, together with proprietary diagnostic test cups that
work with the Co-Dx Pro instrument and a mobile application, that is easy to use by professionals and non-professionals, that can
provide PCR test results in around 30 minutes. We believe that as user test results are gathered in the cloud following completion
of tests, the data may be useful for governmental health agencies and the World Health Organization to determine where outbreaks of
infectious diseases may be occurring and enable them to act more quickly and efficiently and slow-down or perhaps even prevent
further spread.

 The 6 " x 4 1/2" x 6", 2
lbs. Co-Dx PCR Pro instrument operates via a smartphone app with simple-to-follow instructions that includes videos to walk users through
every step, some sample swab collection to the straightforward instrument operation. Results are processed in the cloud and delivered
back to the user's smartphone or tablet in about 30 minutes using software designed from the ground-up for this specific use. The
PCR tests themselves (contained in the simple but unique, innovative test collection cups) are powered by patented Co-Dx Co-Primers PCR
technology.

 The initial diagnostic test designed for use on this
platform, an at-home and point-of-care COVID-19 PCR test, was ultimately facilitated by our development of a saliva or nasal swab-based
PCR test that does not require RNA/DNA extraction. The final result is believed to be approximately equivalent to those processed by a
high-complexity clinical laboratory. Our COVID-19 PCR platform test has the advantages of increased speed and ease of handling thanks
to lyophilization (or freeze-drying) of our testing reagents to allow for stability at room temperatures. In December 2023, we submitted
our proprietary Co-Dx PCR COVID-19 test cups with the Co-Dx PCR Pro instrument and mobile application, all designed for use in point-of-care
and at-home settings, for review by the U.S. Food and Drug Administration (FDA) for Emergency Use Authorization (EUA). We are also preparing
a 510K for submission to the FDA should the FDA decline to grant our emergency use authorization request.

 We expect to develop further diagnostic tests for
use with the PCR Pro instrument, including a multiplex test for influenza, RSV and COVID-19. To that effect, we were awarded $1.2 million
in funding from the National Institutes of Health (NIH) as part of the Rapid Acceleration of Diagnostics (RADx) Tech program for
completion of our upper respiratory panel diagnostic test for use on the Company's Co-Dx PCR platform. We will utilize the funds from
the RADx Tech award to complete development of our flu A/B, COVID-19, and RSV multiplex test, preparatory for that test to begin clinical
trials on the Co-Dx PCR Pro instrument. The NIH launched the RADx initiative on April 29, 2020, with the goal of speeding innovation in
the development, commercialization, and implementation of technologies for COVID-19 testing, leveraging the existing NIH Point-of-Care
Technology Research Network. The RADx Tech program is managed by the National Institute of Biomedical Imaging and Bioengineering (NIBIB),
to support the accelerated development of tests and provide regulatory guidance during the COVID-19 pandemic and beyond.

 We
are also developing diagnostics tests for TB and HPV for use with our Co-Dx PCR platform. We have been awarded two grants in the amounts
of $10.23 million and $987,000 by the Bill & Melinda Gates Foundation to support the development and manufacture of TB and HPV tests
for our Co-Dx PCR platform. In 2014, all United Nations Member States and the World Health Organization (WHO) committed to ending the
global TB epidemic by 2030, before the COVID-19 pandemic slowed, stalled or reversed progress of global TB targets. The WHO estimates
that roughly 4.2 million cases of TB went unidentified in 2021 worldwide, representing nearly 40% of actual cases, highlighting the need
for a dramatic increase of affordable, high-quality, point-of-care TB diagnostics to enable rapid treatment decisions to be made for
a disease that has a mortality rate of about 50% if left untreated. The National Cancer Institute estimates that high-risk HPVs cause
roughly 5% of all cancers worldwide, with the rate among women being nearly 10 times higher than that for men and leading to an estimated
264,000 cervical cancer deaths each year according to the WHO. More than 85% of these deaths are in low- and middle-income countries,
and all of which the WHO believes can be dramatically reduced by access to diagnostics, vaccinations, and cancer screenings.

 Infectious
Disease Product Offering

 Using
our proprietary test design system and proprietary reagents, we and CoSara Diagnostics Pvt Ltd ("CoSara"), our joint venture
for manufacturing in India, design and sell PCR diagnostic tests for detection of diseases and pathogens such as COVID-19, influenza,
tuberculosis, hepatitis B and C, malaria, dengue, human papillomavirus, chikungunya, and Zika virus, all of which tests have been designed
and verified in our laboratories. Our tuberculosis test and Zika test received a CE Mark in 2018, and a triplex test for Zika, dengue
and chikungunya received a CE Mark in 2019, qualifying the tests to be sold throughout the European community and in most countries in
Central and South America. In December 2019, CoSara received a license to manufacture and sell tuberculosis, hepatitis B, hepatitis C,
human papillomavirus 16/18 and malaria tests in India from the Central Drugs Standard Control Organization ("CDSCO"). In
February 2020, we received a CE Mark for our Logix Smart COVID-19 test followed by an EUA by the FDA in April 2020. Also, in April 2020,
our COVID-19 test was approved for manufacture and sale in India by the CDSCO and in Mexico by the INDRE, Mexico's equivalent to
the United States Center for Disease Control. In August 2020, we received approval from the Australian Department of Health Therapeutic
Goods Division to sell our COVID-19 test in Australia.

 As
explained above, our Logix Smart COVID-19 test was designed, developed, submitted for regulatory approval and ready to be used as an
 in vitro diagnostic or IVD in countries that accept a CE Mark as approval for use of the test in a period of just over 30 days.
This is a real-world example of how the CODX technology can be used in an evolving epidemic or pandemic to get diagnostic tools in the
hands of medical professionals in a timely manner. It can be similarly used to design a test for mutated strains of the virus should
they not be detectable using currently available tests.

 Caribbean
and Central and South America

 We
began selling PCR diagnostic tests to entities located in South and Central America and the Caribbean in 2018. In some of those countries,
there are limited regulatory hurdles, allowing us to begin offering our tests immediately. We have applied for and received registrations
for our tests in many of those countries that require registration, and our distributors in those countries have provided us with in-country
assistance in completing such registrations.

 We
first offered our Zika test in this region because of the demand for such a test, followed by tests for tuberculosis, and our triplex
test for Zika, chikungunya, and dengue. Sales of those tests have not been material, but with the granting of a CE mark for our Logix
Smart COVID-19, we experienced an increase in sales in this region.

 India

 In
January 2017, the Company entered into an agreement to manufacture diagnostics tests for seven infectious diseases with a pharmaceutical
manufacturing company in India and formed CoSara as an Indian joint venture. The agreement provided for the construction of a manufacturing
plant and the manufacture of the tests named above and the joint sales and marketing of those tests in India. We have received a license
for the plant in Ranoli, India to manufacture approved tests and it is being used for testing and manufacturing of our products for the
Indian market.

 As
mentioned above, the CDSCO has given us the approval for manufacture and sale of the 15 tests referred to above, and the Company's
joint venture manufactures and sells those tests. The Company manages a reagent rental program in India with thermocyclers purchased
from third-party vendors and which we refer to as our MDx Device. The placement of thermocyclers in India has facilitated the sale of
the SaraGene PCR tests in India. The WHO 2022 Global Tuberculosis Report indicates that India is the country with the highest number
of cases of tuberculosis in the world. WHO tuberculosis statistics for India for 2022 give an estimated incidence figure of 2.82 million
cases of tuberculosis for India out of a global incidence of approximately 10.0 million.

 On
March 19, 2020, we announced that CoSara received authorization to manufacture and sell COVID-19 tests in India. Those tests in India
are branded as SaraGene COVID-19 tests and are sold exclusively by CoSara. The Indian government places restrictions on the price that
could be charged for COVID-19 tests which limited the revenue in India more than we experienced in other parts of the world. At the time
of this report, CoSara has received CDSCO clearance for RT-PCR tests for Mycobacterium tuberculosis, malaria, hepatitis B, hepatitis
C (including viral load tests for both hepatitis B and C), human papillomavirus (HPV), a test for high-risk HPV, two COVID-19 assays,
chikungunya, dengue, a dengue/chikungunya duplex test, an influenza A/influenza B/COVID-19 ("ABC") multiplex test, and in
2024 CDSCO cleared the manufacture and sell SARAPLEX Influenza Multiplex (IFM) Test Kit to clinical laboratories as an in vitro
diagnostic for the detection and differentiation of Influenza A and Influenza B.

 Europe

 Molecular
diagnostics, such as our tests, are governed in Europe by the framework for IVDs, which encompasses diagnostic products such as reagents,
instruments and systems intended for use in diagnosis of disease. The regulatory system for some IVDs has historically allowed for a
self-certification procedure, placing heavy responsibility on manufacturers. Non self-certified products were subject to the same standards
as self-certified products but were also subject to audit and review by a notified body prior to receiving approval to be CE-marked.
A CE-marking is a manufacturer's declaration that a product meets the requirements of the applicable European Commission directive.
Examples of current obligations include having in place a qualitative manufacturing process, user instructions that are clear and fit
for purpose, and ensuring that the 'physical' features of devices and diagnostics do not pose any danger. If a product fulfils
these and other related control requirements, it may be CE-marked, as an indication that the product is compliant with EU legislation
and sold in the European Union. We have received CE Marks for six of our tests including for COVID-19, COVID-19 (2 gene test), ABC (a
triplex test for Flu A, Flu B and COVID-19), a DS (Direct Saliva, extraction-free) COVID-19 test, tuberculosis, Zika, and our Zika, dengue,
chikungunya triplex tests. The European Commission has revised its directive governing the CE- marking of IVDs, which included
reclassifying which IVDs may be self-certified, and which may not. As a result of this change in directive and reclassification, substantially
all of the Company's products are now subject to audit and review by a notified body, as well as a more rigorous clinical evaluation
process, prior to receiving approval to be CE-marked.

 We
are ISO 13485:2016 certified, relating to the design and manufacture of our medical device products. The ISO certification indicates
that we meet the standards required to pursue CE-marking for certain of our products and affix a CE-marking for sales of our products
in countries accepting CE-marking (not in the United States).

 United
States

 The
FDA has granted permission for us to export all of our IVD products. The FDA's permission to export was granted under Section 801(e)
of the Federal Food, Drug, and Cosmetic Act, as amended (the "FDC Act"). Section 801(e) of the FDA Act covers certain medical
devices that have not yet received an approved Premarket Approval in the United States by the FDA, such as our products. We have not
commenced any Premarket Approval steps with the FDA. Section 801(e) of the FDA Act applies to medical devices that are acceptable to
the importing country and that are manufactured under the FDA's Good Manufacturing Practices. We have received EUA for our COVID-19
test, which allows sales to qualified labs in the United States and facilitates the registration for sale in other countries as well.
Under the FDA's existing policy, the FDA continues to review a prioritized subset of COVID-19 tests for EUAs, and emphasizes that
traditional device premarket review pathways remain open to all developers. We intend to pursue all appropriate FDA review pathways for
products under development, including traditional premarket review pathways.

 Under
our EUA, we are actively selling our Logix Smart COVID-19 test to CLIA certified laboratories in the United States. The CLIA labs are
able to use our test, or to further validate our COVID-19 tests (or other tests) as Laboratory Developed Tests (LDTs), which refers to
a diagnostic test that has been validated for use in the CLIA lab. LDTs may be used by the lab only in that laboratory. CLIA laboratories
develop the performance characteristics, perform the analytical validation for their LDTs and obtain licenses to offer them as diagnostic
services. We are currently marketing our Logix Smart COVID-19 test to CLIA laboratories throughout the US.

 Market
Opportunity

 The
market opportunity for our tests changed radically with the emergence of the COVID-19 pandemic. Because we were able to respond rapidly
and produce a quality product, we have been able to build a worldwide distribution network, most
of which have been the sales network that has allowed us to export products throughout the world. Our network of distributors
that we have built over the past three years will serve us well in sales and distribution of other diagnostic tests and our forthcoming
PCR diagnostic platform.

 The
molecular diagnostics market is a fast-growing portion of the in vitro (test tube-based, controlled environment) diagnostics market.
There are several advantages of PCR tests, such as the ones we market and sell, over other forms of diagnostic testing. These advantages
include higher specificity and sensitivity, the ability to perform multiplex tests and the ability to test for drug resistance or for
individual genes.

 Mosquito
Vector Control Services

 In
response to market demand, in June 2019 we introduced our first diagnostics tests to be used exclusively to test for mosquito borne pathogens
in mosquito populations. Municipalities in the US and many other countries in the world are concerned about the diseases carried by mosquitos,
which infect the human population. To prevent outbreaks of potentially harmful viruses such as Zika or West Nile from infecting the public,
many municipalities conduct mitigation operations to eliminate the mosquito populations carrying the diseases. Because it is too expensive
and potentially harmful to the environment to spray all mosquito breeding areas, municipalities identify which particular area has mosquitos
that are carrying the harmful viruses. To know where the host mosquitos with the harmful viruses are located, traps are set, mosquitos
collected and then tested to find the areas that most needed spraying. There are over 3,000 mosquito abatement districts throughout the
United States and almost all of them conduct testing to help make the spraying more effective.

 Our
first vector related test was a triplex test that tests for West Nile, western equine and St. Louis encephalitis. We began shipping the
tests in June 2019. We added a second test that tests mosquitos for Zika, chikungunya and dengue in a triplex test. Finally, in November
2019, we completed a test for West Nile, eastern equine and St. Louis encephalitis, specifically for use in the eastern United States.
As a result, mosquito abatement districts can test for three target viruses in one test as compared to performing three different tests
using other market available tests. Our products allow municipalities to obtain test results in a matter of hours, instead of the weeks
they might otherwise have to wait for a central lab to process the mosquito tests.

 We
have sold our Vector Smart test products and/or related lab equipment to testing districts in different sections of the country
and are marketing our products through trade shows, electronic and regular mail solicitations.

 Liquid
Biopsy for Cancer Screening

 The
enhanced specificity of our technology opens up some unique applications for liquid biopsy, demonstrating its ability to detect small
quantities of mutations associated with cancer within an environment of large amounts of normal DNA, as we position the Company to take
part in this historic and challenging development in human health care.

 Agricultural
Applications

 SNP
detection is also used in the agricultural industry to identify variations in crop genomes to achieve improved seed viability and other
desired characteristics, including drought resistance, disease resistance, pest resistance and higher yield.

 In
mid-2017, the Company was first approached by a large agribusiness to evaluate our ability to multiplex certain target genomes. The results
of the development project have successfully demonstrated our ability to not only multiplex the target genomes, but targeted SNP's
as well. The project was undertaken in conjunction with the manufacturer of our CoPrimers tests. The results of the project encouraged
the parent of our manufacturer to seek a world-wide licensing arrangement for our CoPrimers in the agricultural industry, which was completed
in October 2018. Pursuant to the exclusive license for the agronomics industry, the licensee pays us a royalty for all CoPrimers sold
to the licensee's customers. In January 2019, the licensee formally introduced the product at a large agricultural conference and
has branded the product under the name "BHQ CoPrimers".

 Additional
Licensing and Assay Development

 We
believe the unique properties of our CoPrimers technology make them ideally suited to a variety of applications where sensitivity is
key to optimal results, including multiplexing several targets, enhanced SNP detection and enrichment for next generation sequencing.
Our licensee for our agricultural testing requested an expansion of our license agreement to include test design services for their customers
and potential customers, both in the infectious disease arena as well as for agricultural customers. The license was amended in July
2019 and we expect to derive a license fee from our licensee for its design services. If any of its customers desire to commercialize
the tests designed, they will need to seek a commercial license directly from us. Thanks to these unique characteristics of CoPrimers,
research companies and institutions have requested that we design diagnostics to locate and identify uncommon gene sequences and SNPs
and create tests for the target sequences in a multiplexed reaction. This application of our technology is in its beginning stages, but
we believe that the results from our initial research indicate a significant step forward in defining the capabilities of our technology,
which we believe can be translated to revenue producing licensing arrangements. However, there can be no guarantee that we will be able
to develop the requested capabilities, or that we will be able to successfully commercialize this application of our technology.

 Competitive
Advantages of Co-Diagnostics

 We
believe that we have the following competitive advantages:

 Affordability:
 Lower-cost test kits, a low-cost MDx-device, and an affordable Co-Dx PCR platform for at-home and point-of-care testing (the
 platform is subject to FDA review and not available for sale at the time of this filing).

 Flexibility:
 CODX's tests have been designed to run on many customers' DNA/RNA diagnostic testing machines. Our technology
 is well suited to the new generation of point-of-care testing ("POCT"), compact and portable analysis machinery for field,
 clinical and office applications.

 Speed:
 We believe our rapid assay design system software provides shorter time to product release. This has been demonstrated with the
 conception, design, product manufacture, clinical verification and submission for a CE Mark for our Logix Smart COVID-19 test being
 approximately 30 days.

 Accuracy:
 We believe our technology allows us to build tests that are highly sensitive and specific, the two benchmarks for accuracy in PCR
 testing.

 Personalized
 Medicine: We project that rising health care costs in developed and developing nations will increasingly require that health
 care systems be patient-specific to eliminate waste, misdiagnoses, and ineffectiveness. A critical component will be accurate, more
 affordable DNA-based diagnostics, especially in at-home and POCT settings, for which we are developing products.

 Low-cost
 Provider: Our platform technology obviates the need to pay patent royalties typically required of our competitors, which
 use third-party patented test platforms to design their tests.

 Worldwide
 Footprint: With a dynamic technology that encompasses markets worldwide, we anticipate that we can identify the best target
 markets, not only in high burden developing countries but also in developed nations.

 Data Collection: With the anticipated deployment
 of the Co-Dx PCR platform we expect to play a role in centralizing global data collection on infectious diseases that may contribute
 to faster vaccination and therapeutic responses from health authorities.

 Growth
 Industry Category: We believe that real-time PCR testing is the fastest-growing segment of in vitro diagnostic testing.

 Combination
 Product Offering: Our sensitive tests can be a well-designed match for a new generation of compact and other small POCT devices
 now entering the market, including our own MDx and Co-Dx PCR Pro instruments. Used together, we believe these affordable tests and
 devices have the potential to revolutionize the molecular diagnostics industry in cost, speed of test results and simplification.

 Multiplexing:
 Our existing multiplexed tests demonstrate that our CoPrimer-designed tests are able to test for multiple targets in the
 same sample without the distortion caused by false negatives and false positives that often occur in multiplexed tests.

 Intellectual
Property

 Much
of our future success and value depends on our proprietary technology, and therefore, our patent and intellectual property strategy is
of critical importance. Currently, our flagship CoPrimers technology is covered by two U.S. patents titled "Cooperative primers,
probes, and applications thereof" as well as by granted and pending foreign counterparts. We have another three U.S. patents directed
to our earlier work in primer and assay designs. For more recent works, we have filed international and U.S. patent applications directed
to "Methods and Compositions for Next Generation Sequencing (NGS) Library Preparation," "Allele-Specific Design of
Cooperative Primers for Improved Nucleic Acid Variant Genotyping," "Methods and Compositions Related to Cooperative Primers
and Reverse Transcription," and "Systems, Methods, and Apparatus for Automated Self-Contained Biological Analysis"
which is the basis of our at-home and point-of-care PCR system. We intend to continue building our patent portfolio as development continues
and resources are available.

 We
also protect some of our technology and know-how as trade secrets and, where appropriate, we use and register trademarks to protect and
strengthen our products and proprietary brands. All trademarks, trade/product names, graphics and logos of Co-Diagnostics contained herein
are trademarks of Co-Diagnostics or its subsidiary, as applicable, in the U.S. and/or other countries. Solely for convenience, we may
refer to trademarks in this Annual Report on Form 10-K without the or symbols, but such references are not intended to
indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks.

 Major
Customers

 The
Company had certain customers which were each responsible for generating 10% or more of the total revenue for the years ended December
31, 2023 and 2022, respectively. Two customers accounted for approximately 28% of product revenue for the year ended December 31, 2023
and one customer accounted for approximately 37% of product revenue for the year ended December 31, 2022. One granting agency accounted
for 100% of grant revenue for the year ended December 31, 2023. These customers and granting agencies may not account for the same percentage
of product revenue or grant revenue in future periods. If
we were to sell nothing to those customers in the future, it would have a material adverse effect on our financial condition unless we
were able to replace those customers with others.

 Competition

 The
molecular diagnostics industry is extremely competitive. There are many firms that provide some or all of the products we provide and
provide many diagnostic tests that we have yet to develop. Many of these competitors are larger than us and have significantly greater
financial resources. Because we are more recently established, many of our competitors have a competitive advantage in the diagnostic
testing industry because they also have other lines of business in the pharmaceutical industry from which they derive revenues and for
which they are well known and respected in the medical profession. We will need to overcome the disadvantage of being perceived as a
start up with no significant recognition from the medical and testing professionals, although we believe this is changing as we continue
to market our Logix Smart COVID-19 tests and other tests in the United States to well-known and successful laboratories. Many of these
competitors already have an established customer base with industry standard technology, which we must overcome to be successful. In
the diagnostic testing and POCT industries, we compete with such companies as BioMerieux, Siemens, Qiagen, Cue Health, Lumira Dx and
Cepheid and with such pharmaceutical companies as Abbott Laboratories, Becton Dickinson and Johnson and Johnson. We also compete with
companies from Asia in certain markets who are willing to sell their tests for much less than we sell our tests, which creates competitive
price pressure on us in certain regions, particularly Asia and Latin America.

 We
expect competition to continue to increase as other established and emerging companies enter the market, as customer requirements evolve,
and as new products, services and technologies are introduced. Some of our existing or new competitors may have strong
relationships with current and potential customers, including governmental authorities, and, as a result, may be able to respond more
quickly to new or changing regulatory requirements, new or emerging technologies, and changes in customer requirements.

 Government
Regulation

 In
the United States, we are regulated by the FDA and our products must be approved, cleared, or authorized by the FDA before we are allowed
to sell our tests in the United States as in vitro diagnostics. The FDA granted us an EUA to manufacture and sell our Logix Smart
COVID-19 test to CLIA labs in the United States. We are ISO 13485:2016 certified, relating to the design and manufacture of our medical
device products. Being ISO certified greatly facilitates our applications for CE-Marking, which allows us to sell any CE Marked test
in most countries in Europe, South America and Asia, depending on the country and following that country's registration process.
We currently have CE Markings issued for our Logix Smart COVID-19 test, tuberculosis test, our Zika virus test, a triplex test that tests
for Zika, dengue, and chikungunya simultaneously, a triplex "ABC" test that identifies and distinguishes between Flu A, Flu
B and Covid-19, our SARS-CoV-2 2-gene multiplex test, and our DS (Direct Saliva, extraction-free) COVID-19 test. In addition, our Logix
Smart COVID-19 has received the required license to manufacture and sell in India from India's CDSCO, and The National Epidemiology
Institute in Mexico evaluated our Logix Smart COVID-19 and ABC tests and approved them for sale in Mexico. We have also received approval
to sell in Australia.

 Employees

 As
of December 31, 2023, we had 155 full-time and part-time employees at our executive offices and lab facilities in Salt Lake City, Utah.
We have engaged independent contractors to promote the use of our products and develop outlets for products and employ the services of
independent sales representatives on an "as needed" basis.

 We
consider our people and the way we work to support each other and serve our customers to be critical to our success. The key human capital
measures and objectives that we focus on in managing our business are: maintaining a strong and collaborative company culture, increasing
our diversity, inclusion and belonging, offering fair and competitive compensation and benefits, investing in people and organizational
development, protecting and enriching employee health and wellness, and sustaining a culture of respectful and effective communications.

 Organizational
History and Corporate Information

 We
were incorporated as Co-Diagnostics, Inc., in Utah on April 18, 2013. Our principal executive office is located at 2401 S. Foothill Drive,
Salt Lake City, Utah 84109. Our telephone number is (801) 438-1036. Our web address is www.codiagnostics.com. The contents of
our website are not incorporated by reference in this Annual Report.

 ITEM
1A. RISK FACTORS

 Risks
Related to Our Business and Industry

 We
have limited commercial history upon which to base our prospects and are not certain that we will achieve profitability in the future.

 We
have a limited operating history. We began operations in April 2013. Our accumulated retained earnings were $4.6 million and $39.9 million
as of December 31, 2023 and 2022, respectively. During the calendar years ending December 31, 2023 and 2022 we experienced a decline
in demand for our Logix Smart COVID-19 and other COVID-19 tests and operated at a net loss during the periods. We do not have any way
of predicting when or if we will achieve profitability again. Potential investors should be aware of the difficulties normally encountered
by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of developing new diagnostic
tests, establishing or entering new markets, organizing operations and marketing procedures. The likelihood of our success must be considered
in light of these risks, expenses, complications and delays, and the competitive environment in which we operate. There is, therefore,
nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate
significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently
experienced by early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen
expenses, difficulties or delays in connection with our growth. In addition, as a result of the start-up nature of our business, we expect
to continue to sustain substantial operating expenses and may not be able to continue generating sufficient revenues to cover expenditures.
Any investment in our company is therefore highly speculative and could result in the loss of any investment.

 Our
future success is dependent on our development of our Co-Dx PCR platform and securing regulatory approval for the platform including
the PCR Pro instrument and related diagnostic tests, demand for infectious disease diagnostics and upon our ability to develop and market
other commercially accepted diagnostic tests for our PCR platform.

 Our
future success will depend, in part, on our development of our Co-Dx PCR platform and securing regulatory approval for the platform including
the PCR Pro instrument and related diagnostic tests, our ability to develop and sell sufficient quantities of other diagnostics tests,
and our ability to successfully and profitably market our Co-Dx PCR platform. Attracting new customers and distribution networks requires
substantial time and expense. Any failure to obtain regulatory approval for our product candidates and to increase sales of our diagnostic
tests in sufficient quantities to achieve profitability in a timely manner would adversely affect our operating results. Many factors
could affect the market acceptance and commercial success of any of our diagnostic tests and devices, including:

 Our
 ability to develop additional infectious disease diagnostic tests for which there is a commercial market;

 Our
 ability to obtain regulatory clearance to commercialize our product candidates;

 our
 ability to convince our potential customers of the advantages and economic value of our tests over competing technologies and diagnostic
 tests;

 the
 breadth of our test menu relative to competitors;

 to policies, procedures or currently accepted best practices in clinical diagnostic testing;

 the
 extent and success of our marketing and sales efforts; and

 our
 ability to manufacture in quantity our commercial diagnostic tests and meet demand in a timely fashion.

 The
diagnostic market is highly competitive, and we may not be able to compete effectively against the larger, well-established companies
that dominate this market or emerging and small innovative companies that may seek to obtain or increase their share of the market.

 The
markets for diagnostic products are intensely competitive, and many of our competitors are much larger and have substantially more financial
and human resources than we do. Many have long histories and strong reputations within the industry, and a relatively small number of
companies dominate these markets.

 These
companies enjoy significant competitive advantages over us, including:

 broad
 product offerings, which address the needs of health care providers in a wide range of applications;

 products
 that are supported by long-term clinical data;

 greater
 experience in, and resources for, launching, marketing, distributing and selling products, including strong sales forces and established
 distribution networks;

 extensive
 intellectual property portfolios and greater resources for patent protection;

 greater
 financial and other resources for product research and development;

 greater
 experience in obtaining and maintaining FDA and other regulatory clearances and approvals for products and product enhancements;

 established
 manufacturing operations and contract manufacturing relationships;

 significantly
 greater name recognition and widely recognized trademarks; and

 established
 relationships with healthcare providers and payers.

 Our
products and any product candidates that we may introduce into the market may not enable us to overcome the competitive advantages of
these large and dominant companies. In addition, even if we successfully introduce additional product candidates into the market, emerging
and small innovative companies may seek to increase their market share and they may eventually possess competitive advantages, which
could adversely impact our business. Our competitors may also employ pricing strategies that could adversely affect the pricing of our
products.

 We
depend on a limited number of third-party suppliers for key raw materials used in the manufacturing of our products, and the loss of
these third-party suppliers or their inability to supply us with adequate raw materials could harm our business.

 We
rely on a limited number of third-party suppliers for the raw materials required for the production of our diagnostic products and product
candidates. Our dependence on a limited number of third-party suppliers involves several risks, including limited control over pricing,
availability, quality, and delivery schedules for raw materials. We have no supply agreements in place with any of our suppliers and
cannot be certain that our current suppliers will continue to provide us with the quantities of raw materials that we require or that
satisfy our anticipated specifications and quality requirements. Any supply interruption in limited or single sourced raw materials could
materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified. We may
be unable to find a sufficient alternative supply channel within a reasonable time or on commercially reasonable terms. Any performance
failure on the part of our suppliers could delay the production of our products and product candidates and delay the development and
commercialization of our product candidates, including limiting supplies necessary for commercial sale, clinical trials and regulatory
approvals, which could have a material adverse effect on our business.

 In
order to be successful, we must expand our available product lines by commercializing new product candidates, but we may not be able
to do so in a timely fashion and at expected costs, or at all.

 Although
we are currently manufacturing diagnostic kits for commercialization, in order to be successful, we will need to expand our product lines
to include other diagnostic products. To succeed in our commercialization efforts, we must effectively continue product development and
testing, find new strategic partners, obtain regulatory clearances and approvals, and enhance our sales and marketing capabilities. Because
of these uncertainties, there is no assurance that we will succeed in bringing any of our current or future product candidates to market.
If we fail in bringing our product candidates to market, or experience delays in doing so, we will not generate revenues as planned and
will need to curtail operations or seek additional financing earlier than otherwise anticipated.

 We
are dependent on our senior management team, scientific team, and external advisors, and the loss of any of them could harm our business,
including by adversely affecting our ability to effectuate our business strategy.

 The
members of our current senior management team may not be able to successfully implement our strategy. In addition, we have not entered
into employment agreements with any of the members of our senior management team. There are no assurances that the services of any of
these individuals will be available to us for any specified period of time. The successful integration of our senior management team,
the loss of members of our senior management team, scientific team and key external advisors, or our inability to attract or retain other
qualified personnel or advisors could have a material adverse effect on our business, financial condition and results of operations.
We may not have a sufficient number of qualified personnel to effectuate our business strategy, which could have a material adverse effect
on our business, financial condition and results of operations.

 If
we experience significant disruptions in our information technology systems, our business, results of operations and financial condition
could be adversely affected.

 The
efficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectively
manage our sales and marketing, accounting and financial functions; manufacturing processes; inventory; scientific and product development
functions; and our research and development functions. As such, our information technology systems are vulnerable to damage or interruption
including from earthquakes, fires, floods and other natural disasters; terrorist attacks and attacks by computer viruses or hackers;
power losses; and computer systems, or Internet, telecommunications or data network failures. The failure of our information technology
systems to perform as we anticipate or our failure to effectively implement new systems could disrupt our entire operation and could
result in decreased sales, increased overhead costs, excess inventory and product shortages, all of which could have a material adverse
effect on our reputation, business, results of operations and financial condition.

 Cybersecurity
risks and the failure to maintain the integrity of company, employee or customer data could expose us to data loss, litigation and liability,
and our reputation could be significantly harmed.

 We
and third-party service providers collect and retain large volumes of data, including personally identifiable information regarding clinical
trial participants and others, for business purposes, including for regulatory, research and development and commercialization purposes,
and our collaborators' various information technology systems enter, process, summarize and report such data. We also maintain
personally identifiable information about our employees. The integrity and protection of our company, employee and clinical data is critical
to our business. We are subject to significant data security and privacy laws and regulations. These regulations impose significant requirements
on how we maintain, use, and protect such information. Maintaining compliance with these evolving regulations and requirements could
be difficult and may increase our expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent
release or disclosure of data could result in theft, loss or fraudulent or unlawful use of company, employee or clinical data which could
harm our reputation, disrupt our operations, or result in remedial and other costs, fines or lawsuits.

 Risks
Related to Regulatory Approval of Our Products and Other Government Regulations

 We
received Emergency Use Authorization or EUA for our COVID-19 test in US. We applied for Emergency Use Authorization for our PCR platform
which included the PCR Pro instrument and the COVID 19 diagnostic test cup and mobile app. The FDA may not timely grant the EUA we filed
for the PCR platform or may require that we submit a 510K application rather than EUA. For our existing EUA and any new EUA, the FDA
may revoke any EUA where it is determined that the underlying health emergency no longer exists or warrants such authorization, which
would adversely impact our ability to market our COVID-19 test in the United States.

 The
FDA has the authority to grant an EUA to allow unapproved medical products to be used in an emergency to diagnose, treat or prevent serious
or life-threatening diseases or conditions when there are no adequate, approved and available alternatives. During the COVID 19 pandemic
the FDA determined that circumstances exist to justify the authorization of emergency use of medical devices, including alternative products
used as medical devices, during the COVID-19 pandemic. On April 3, 2020, we received an EUA from the FDA for our Logix Smart Coronavirus
Disease 2019 (COVID-19) kit for use on individuals who are suspected of COVID-19 by their healthcare provider. We
cannot predict how long the EUA for our COVID-19 test will remain in place. The FDA may revoke an EUA where it is determined that
the underlying health emergency no longer exists or warrants such authorization. The FDA may take such a position at any time and without
notice and, therefore, we cannot predict how long our EUAs will remain in place. The FDA may also revoke an EUA when the circumstances
justifying its issuance no longer exist, such as when an alternative is authorized for marketing through the standard procedures, including
through a 510(k) clearance.

 We
applied for Emergency Use Authorization for our PCR platform which included the PCR Pro instrument and the COVID 19 diagnostic test cup
and mobile app. The FDA may not timely grant the EUA we filed for the PCR platform or may require that we submit a 510K application rather
than EUA which could extend the time for authorization to begin commercializing the PCR platform. There can be no assurances that the
FDA will authorize any request for additional and/or amended EUAs and if we do not receive the authorization, our business, financial
condition, results of operations and future growth prospects could be materially and adversely affected.

 If
either of our existing EUAs is revoked or our existing EUA applications are denied prior to us having received regulatory approval to
commercialize our COVID-19 test through a traditional pathway, we may not be able to obtain required clearances or approvals in a timely
manner, or at all, and one or more of our competitors may obtain the necessary clearances or approvals for their products before we do.
In addition, we would be required to cease our commercialization efforts, which would substantially and negatively impact our business.
As a result, any such revocation could adversely impact our business, financial condition and results of operations.

 Our
long-term success depends substantially on our ability to obtain regulatory clearance or approval and thereafter commercialize our product
candidates; we cannot be certain that we will be able to do so in a timely manner or at all.

 The
process of obtaining regulatory clearances or approvals to market a medical diagnostic from the FDA or similar regulatory authorities
outside of the United States can be costly and time consuming, and there can be no assurance that such clearances or approvals will be
granted on a timely basis, or at all. The FDA's 510(k) clearance process generally takes one to six months from the date of submission,
depending on whether a special or traditional 510(k) premarket notification has been submitted, but can take significantly longer. An
application for premarket approval, or PMA, must be submitted to the FDA if the device cannot be cleared through the 510(k) clearance
process or is not exempt from premarket review by the FDA. The PMA process almost always requires one or more clinical trials and can
take two to three years from the date of filing, or even longer.

 If
we are required to obtain approval of any of our products through the PMA process, the costs associated with such a process will be significant,
which could adversely affect our financial performance and results of operations. In addition, a submission through the PMA process would
require us to delay commercialization of such product candidates until after approval is received, if ever. If we are unable to commercialize
our product candidates in a timely manner, or at all, our business will be adversely affected.

 Similar
to our compliance with U.S. regulatory requirements, we must obtain and comply with international requirements, in order to market and
sell our products outside of the United States and we may only promote and market our products, if approved, as permitted by applicable
regulatory authorities. There is no guarantee that we will receive the necessary regulatory approvals for our product candidates either
inside the United States or internationally. If our product candidates do not receive necessary regulatory approvals, our business could
be materially and adversely affected.

 Our
current and future relationships with third-party payers and current and potential customers in the United States and elsewhere may be
subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, health information privacy
and security and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages,
reputational harm administrative burdens and diminished profits and future earnings.

 Our
current and future arrangements with third-party payers and current and potential customers, including providers and physicians, may
expose us to broadly applicable fraud and abuse and other healthcare laws and regulations, including, without limitation, the federal
Anti-Kickback Statute and the federal False Claims Act, which may constrain the business or financial arrangements and relationships
through which we sell, market and distribute our products. In addition, we may be subject to transparency laws and patient privacy regulations
by U.S. federal and state governments and by governments in foreign jurisdictions in which we conduct our business. The applicable federal,
state and foreign healthcare laws and regulations that may affect our ability to operate include:

 the
 federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving
 or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral
 of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal
 healthcare programs, such as Medicare and Medicaid;

 federal
 civil and criminal false claims laws and civil monetary penalty laws, including the federal False Claims Act, which impose criminal
 and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting,
 or causing to be presented, to the federal government, including the Medicare and Medicaid programs, claims for payment that are
 false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

 the
 federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal and civil liability for executing
 a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

 HIPAA,
 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their respective implementing
 regulations, which impose obligations on covered healthcare providers, health plans, and healthcare clearinghouses, as well as their
 business associates that create, receive, maintain or transmit individually identifiable health information for or on behalf of a
 covered entity, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

 the
 Physician Payments Sunshine Act, which requires (i) manufacturers of drugs, devices, biologics and medical supplies for which payment
 is available under Medicare, Medicaid or the Children's Health Insurance Program, with specific exceptions, to report annually
 to CMS information related to certain "payments or other transfers of value" made to physicians, which is defined to
 include doctors, dentists, optometrists, podiatrists and chiropractors, and teaching hospitals, (ii) applicable manufacturers and
 applicable group purchasing organizations to report annually to CMS ownership and investment interests held in such entities by physicians
 and their immediate family members, with data collection beginning on August 1, 2013, (iii) manufacturers to submit reports to CMS
 by the 90 th day of each calendar year, and (iv) disclosure of such information by CMS on a publicly available website;
 and

 analogous
 state and foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to sales or marketing
 arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payers, including private
 insurers; state and foreign laws that require medical device companies to comply with the medical device industry's voluntary
 compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that
 may be made to healthcare providers; state and foreign laws that require medical device manufacturers to report information related
 to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state and foreign
 laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant
 ways and often are not preempted by HIPAA, thus complicating compliance efforts.

 Efforts
to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations may involve substantial
costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes,
regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to
be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil,
criminal and administrative penalties, including, without limitation, damages, fines, imprisonment, exclusion from participation in government
healthcare programs, such as Medicare and Medicaid, and the curtailment or restructuring of our operations, which could have a material
adverse effect on our business. If any of the physicians or other healthcare providers or entities with whom we expect to do business,
including our collaborators, are found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative
sanctions, including exclusions from participation in government healthcare programs, which could also materially affect our business.

 We
are subject to stringent and changing data protection laws, privacy policies and data protection obligations, which continue to evolve
and change over time. The actual or perceived failure by us or our third-party service providers or vendors to comply with such obligations
could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.

 We
are subject to numerous data protection laws that govern the processing of individually identifiable information and health information
and other sensitive and personal information in the jurisdictions in which we operate. In many instances, these data protection laws,
regulations and standards apply not only to disclosures to third parties, but also to transfers of information between or among us and
other parties with which we have commercial relationships. The regulatory framework for data privacy, data security and data transfers
worldwide is rapidly evolving and, as a result, interpretation and implementation standards and enforcement practices are likely to remain
uncertain for the foreseeable future. These data protection laws may be interpreted and applied differently over time and from jurisdiction
to jurisdiction, and it is possible that they will be interpreted and applied in ways that will materially and adversely affect our business,
financial condition and results of operations. Failure to comply with any of these data protection laws could result in enforcement actions
against us, including fines, imprisonment of company officials and public censure, claims for damages by affected individuals, damage
to our reputation and loss of goodwill, any of which could have a material adverse effect on our business.

 There
are numerous U.S. federal and state laws and regulations related to the privacy and security of personal information. These laws and
regulations include the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology
for Economic and Clinical Health Act of 2009, or HITECH, and their implementing regulations, or collectively referred to as the HIPAA
Rules, which establish a set of national privacy and security standards to safeguard Protected Health Information, or PHI, by health
plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates and their
subcontractors with whom such covered entities contract for services that involve the creation, receipt, maintenance or transmission
of PHI for or on behalf of a covered entity or another business associate. HIPAA requires covered entities and business associates to,
among other things, develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption
of administrative, physical and technical safeguards to protect such information and ensure the confidentiality, integrity and availability
of electronic PHI. As this applies to our business, we are required to maintain security standards for any PHI that we create, receive,
maintain or transmit. For example, we plan to offer cloud-based portal software to help our customers more efficiently use our products.
The software will maintain security safeguards that are designed to be consistent with the HIPAA Rules, but we cannot guarantee that
these safeguards will not fail or that they will not be deemed inadequate in the future. In addition, we could be subject to periodic
audits for compliance with the HIPAA Privacy and Security Standards by the U.S. HHS, and our customers. The U.S. HHS Office for Civil
Rights may impose significant penalties on entities subject to HIPAA for a failure to comply with a requirement of the HIPAA Rules. If
we are unable to properly protect the privacy and security of the PHI of our customers, we could be found to have breached our contracts.
Determining whether PHI has been handled in compliance with applicable privacy standards and our contractual obligations can be complex
and we cannot be sure how these regulations will be interpreted, enforced or applied to our operations.

 In
addition, many states in which we operate have laws that protect the privacy and security of sensitive and personal information, including
health-related information. Certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect
to sensitive and personal information than federal, international or other state laws, and such laws may differ from each other, which
may complicate compliance efforts.

 Laws,
regulations and standards in many other jurisdictions also apply broadly to the Processing of personal information, which impose significant
compliance obligations. Complying with these numerous, complex and often changing regulations is expensive and difficult, and failure
to comply with any Data Protection Laws or any security incident or breach involving the misappropriation, loss or other unauthorized
use or disclosure of sensitive or confidential information, whether by us, one of our service providers or another third party, could
negatively affect our business, financial condition and results of operations, including but not limited to: investigation costs, material
fines and penalties; compensatory, special, punitive and statutory damages; litigation; consent orders regarding our privacy and security
practices; requirements that we provide notices, credit monitoring services or credit restoration services or other relevant services
to impacted individuals; adverse actions against our licenses to do business; and injunctive relief.

 Many
statutory requirements, both in the United States and abroad, include obligations for companies to notify individuals of security breaches
involving certain personal information, which could result from breaches experienced by us or our third-party service providers. For
example, laws in all 50 U.S. states and the District of Columbia require businesses to provide notice to consumers whose unencrypted
personal information has been disclosed as a result of a data breach. These laws are not consistent, and compliance in the event of a
widespread data breach is difficult and may be costly. Moreover, states have been frequently amending existing laws, requiring attention
to changing regulatory requirements. We also may be contractually required to notify affected customers, regulators, credit reporting
agencies or other affected individuals of a security breach. Such notifications are costly, and the disclosures or the failure to comply
with such requirements, could lead to material adverse effects, including without limitation, negative publicity, a loss of customer
confidence in our services or security measures or breach of contract claims. There can be no assurance that the limitations of liability
in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages if we fail to comply with
applicable Data Protection Laws, Data Protection Obligations or other legal obligations. In addition, although we may have contractual
protections with our third-party service providers, contractors and consultants, any actual or perceived security breach by our subcontractors
could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security
and in responding to any such actual or perceived breach. Any contractual protections we may have from our third-party service providers,
contractors or consultants may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable
to enforce any such contractual protections.

 We
expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine
the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing
laws, regulations, standards and other obligations may require us to incur additional costs and restrict our business operations. Because
the interpretation and application of health-related and Data Protection Laws and other obligations are still uncertain, and often contradictory
and in flux, it is possible that the scope and requirements of these laws may be interpreted and applied in a manner that is inconsistent
with our practices and our efforts to comply with the evolving data protection rules may be unsuccessful. If so, this could result in
government-imposed fines or orders requiring that we change our practices, which could adversely affect our business.

 We
cannot assure you that our third-party partners and service providers with access to our or our customers', suppliers' and
employees' personally identifiable and other sensitive or confidential information in relation to which we are responsible will
not breach contractual obligations imposed by us or violate Data Protection Laws, or that they will not experience security breaches
or attempts thereof, which could have a corresponding effect on our business, including putting us in breach of our obligations under
the Data Protection Laws, which could in turn adversely affect our business, results of operations and financial condition. We cannot
assure you that our contractual measures and our own privacy- and security-related safeguards will protect us from the risks associated
with the third-party processing, storage and transmission of such information.

 We
may receive inquiries or be subject to investigations, proceedings or actions, by various government entities regarding our privacy and
information security practices and Processing ("Regulatory Proceedings"). These Regulatory Proceedings could result in a
material adverse effect, including without limitation, interruptions of, or required changes to, our business practices, the diversion
resources and the attention of management from our business, regulatory oversights and audits, discontinuance of necessary Processing,
or other remedies that adversely affect our business.

 In
addition to the possibility of fines, lawsuits, regulatory investigations, public censure, other claims and penalties, and significant
costs for remediation and damage to our reputation, we could be materially and adversely affected if legislation or regulations are expanded
to require changes in our data processing practices and policies or if governing jurisdictions interpret or implement their legislation
or regulations in ways that negatively impact our business. Complying with these various laws could cause us to incur substantial costs
or require us to change our business practices and compliance procedures in a manner adverse to our business. Any inability to adequately
address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other
obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand,
damage our relationships with customers and have a material and adverse impact on our business.

 While
we maintain general liability insurance coverage, cyber insurance coverage and other insurance, we cannot assure that such coverage will
be adequate or otherwise protect us from or adequately mitigate liabilities or damages with respect to claims, costs, expenses, litigation,
fines, penalties, business loss, data loss, regulatory actions or material adverse effects arising out of our privacy and security practices,
Processing or security breaches we may experience, or that such coverage will continue to be available on acceptable terms or at all.
The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes
to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), could have
an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage will continue to be available
on acceptable terms or that our insurers will not deny coverage as to any future claim.

 We
may incur substantial costs in our efforts to comply with evolving global data protection laws and regulations, and any failure or perceived
failure by us to comply with such laws and regulations may harm our business and operations.

 The
global data protection landscape is rapidly evolving, and we may be or become subject to or affected by numerous federal, state and foreign
laws and regulations, as well as regulatory guidance, governing the collection, use, disclosure, transfer, security and processing of
personal data, such as information that we collect about subjects and health care providers in connection with clinical trials. Implementation
standards and enforcement practices are likely to remain uncertain for the foreseeable future, which may create uncertainty in our business;
affect our or our service providers' ability to operate in certain jurisdictions or to collect, store, transfer use and share personal
data; result in liability; or impose additional compliance or other costs on us. Any failure or perceived failure by us to comply with
federal, state, or foreign laws or self-regulatory standards could result in negative publicity, diversion of management time and effort
and proceedings against us by governmental entities or others.

 In
the United States, numerous federal and state laws and regulations, including federal health information privacy laws (e.g., the Health
Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act, or
collectively HIPAA), state data breach notification laws, state health information privacy laws, and federal and state consumer protection
laws (e.g., Section 5 of the Federal Trade Commission Act), that govern the collection, use, disclosure and protection of health-related
and other personal information could apply to our operations or the operations of our collaborators. In addition, we may obtain health
information from third parties (including research institutions from which we obtain clinical trial data) that are subject to privacy
and security requirements under HIPAA or other privacy and data security laws. Depending on the facts and circumstances, we could be
subject to criminal penalties if we knowingly obtain, use, or disclose protected health information maintained by a HIPAA-covered entity
in a manner that is not authorized or permitted by HIPAA. However, determining whether protected health information has been handled
in compliance with applicable privacy standards and our contractual obligations can be complex and may be subject to changing interpretation.

 If
we are unable to properly protect the privacy and security of protected health information or other personal, sensitive, or confidential
information in our possession, we could be found to have breached our contracts. Further, if we fail to comply with applicable privacy
laws, including applicable HIPAA privacy and security standards, we could face significant administrative, civil and criminal penalties.
Enforcement activity can also result in financial liability and reputational harm, and responses to such enforcement activity can consume
significant internal and outside resources. Furthermore, state attorneys general are authorized to bring civil actions seeking either
injunctions or damages in response to violations that threaten the privacy of state residents. In addition, our ongoing efforts to comply
with evolving laws and regulations at the federal and state level may be costly and require continuous modifications to our compliance
policies, procedures, and systems.

 Many
state laws govern the privacy and security of personal information and data in specified circumstances, many of which differ from each
other in significant ways, are often not pre-empted by HIPAA, and may have a more prohibitive effect than HIPAA, thus complicating compliance
efforts. For example, the California Consumer Privacy Act of 2018 (the "CCPA"), which went into effect in January 2020 and
provides new data privacy rights for consumers and new operational requirements for companies, which may increase our compliance costs
and potential liability. The CCPA gives California residents expanded rights to access and delete their personal information, opt out
of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides
for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.
While there is currently an exception for protected health information that is subject to HIPAA and clinical trial regulations, as currently
written, the CCPA may impact certain of our business activities. In addition, the California Consumer Rights Act, or CPRA, was recently
enacted to strengthen elements of the CCPA and became effective on January 1, 2023. The CPRA imposes additional data protection obligations
on covered businesses, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk
data, and opt outs for certain uses of sensitive data and expands the application of the CCPA to all human resources personal information
of California-based employees. In addition, the CPRA created a new California data protection agency authorized to issue substantive
regulations and is expected to result in increased privacy and information security enforcement. A number of other states have considered
similar privacy proposals, and states have recently enacted their own privacy laws. For example, the Virginia Consumer Data Protection
Act became effective on January 1, 2023, and Colorado and Utah enacted similar laws that became effective in 2023, increasing
the complexity of compliance and the risk of failures to comply. These privacy laws may impact our business activities and exemplify
the vulnerability of our business to the evolving regulatory environment related to personal data.

 In
addition to our operations in the United States, which may be subject to health care and other laws relating to the privacy and security
of health information and other personal information, we may be or become subject to European data privacy laws, regulations and guidelines.
The General Data Protection Regulation, (EU) 2016/679 ("GDPR") became effective on May 25, 2018, and deals with the collection,
use, storage, disclosure, transfer, or other processing of personal data, including personal health data, regarding individuals in the
EEA. The GDPR imposes a broad range of strict requirements on companies subject to the GDPR, including requirements relating to having
legal bases for processing personal information relating to identifiable individuals and transferring such information outside the EEA,
including to the United States, providing details to those individuals regarding the processing of their personal health and other sensitive
data, obtaining consent of the individuals to whom the personal data relates, keeping personal information secure, having data processing
agreements with third parties who process personal information, responding to individuals' requests to exercise their rights in
respect of their personal information, reporting security breaches involving personal data to the competent national data protection
authority and affected individuals, appointing data protection officers, conducting data protection impact assessments, and record-keeping.
The GDPR increases substantially the penalties to which we could be subject in the event of any non-compliance, including fines of up
to 10,000,000 or up to 2% of our total worldwide annual turnover for certain comparatively minor offenses, or up to 20,000,000
or up to 4% of our total worldwide annual turnover, whichever is greater, for more serious offenses. The GDPR also confers a private
right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies,
and obtain compensation for damages resulting from violations of the GDPR. In addition, the GDPR includes restrictions on cross-border
data transfers.

 Following
the United Kingdom's withdrawal from the European Union (i.e., Brexit), and the expiry of the Brexit transition period, which ended
on December 31, 2020, the EU GDPR has been implemented in the United Kingdom (as the UK GDPR). The UK GDPR sits alongside the UK Data
Protection Act 2018 which implements certain derogations in the EU GDPR into UK law. Under the UK GDPR, companies not established in
the UK but who process personal data in relation to the offering of goods or services to individuals in the UK, or to monitor their behavior
will be subject to the UK GDPR – the requirements of which are (at this time) largely aligned with those under the EU GDPR and
as such, may lead to similar compliance and operational costs with potential fines of up to 17.5 million or 4% of global turnover.
In 2022, the government of the United Kingdom proposed and debated the Data Protection and Digital Information Bill to harmonize the
2018 Data Protection Act, UK GDPR, and the Privacy and Electronic Communications Regulations under one legislative framework. However,
progress on the bill stalled as the government continues to assess the most optimal approach to data protection reform.

 We
currently sell some of our products in the EEA, and the GDPR increases our responsibility and liability in relation to personal data
that we process where such processing is subject to the GDPR, and we are required to have in place additional mechanisms and safeguards
to ensure compliance with the GDPR, including as implemented by individual countries. Compliance with the GDPR is a rigorous and time-intensive
process that increase our cost of doing business or require us to change our business practices, and despite those efforts, there is
a risk that we may be subject to fines and penalties, litigation, and reputational harm in connection with our European activities. We
expect that we will continue to face uncertainty as to whether our efforts to comply with any obligations under European privacy laws
will be sufficient. If we are investigated by a European data protection authority, we may face fines and other penalties. Any such investigation
or charges by European data protection authorities could have a negative effect on our existing business and on our ability to attract
and retain new clients or partners.

 Risks
Related to Our Intellectual Property

 If
the combination of patents, trade secrets and contractual provisions that we rely on to protect our intellectual property is inadequate,
our ability to commercialize our products successfully will be harmed, and we may not be able to operate our business profitably.

 Our
success depends significantly on our ability to protect our proprietary rights to the technologies incorporated in our products. We rely
on a combination of patent protection, trade secret laws and nondisclosure, confidentiality and other contractual restrictions to protect
our proprietary technology. However, these may not adequately protect our rights or permit us to gain or keep any competitive advantage.

 The
issuance of a patent is not conclusive as to its scope, validity or enforceability. The scope, validity or enforceability of our issued
patents can be challenged in litigation or proceedings before the U.S. Patent and Trademark Office, or the USPTO, or foreign patent offices.
In addition, our pending patent applications include claims to numerous important aspects of our products under development that are
not currently protected by any of our issued patents. We cannot assure you that any of our pending patent applications will result in
the issuance of patents to us. The USPTO or foreign patent offices may deny or require significant narrowing of claims in our pending
patent applications. Patents issued as a result of the pending patent applications, if any, may not provide us with significant commercial
protection or be issued in a form that is advantageous to us. Proceedings before the USPTO or foreign patent offices could result in
adverse decisions as to the priority of our inventions and the narrowing or invalidation of claims in issued patents. The laws of some
foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States, if at all.

 Our
competitors may successfully challenge and invalidate or render unenforceable our issued patents, including any patents that may issue
in the future, which could prevent or limit our ability to market our products and could limit our ability to stop competitors from marketing
products that are substantially equivalent to ours. In addition, competitors may be able to design around our patents or develop products
that provide outcomes that are comparable to our products but that are not covered by our patents.

 In
the event a competitor infringes upon any of our patents or other intellectual property rights, enforcing our rights may be difficult,
time-consuming and expensive, and would divert management's attention from managing our business. There can be no assurance that
we will be successful on the merits in any enforcement effort. In addition, we may not have sufficient resources to litigate, enforce
or defend our intellectual property rights.

 We
could become subject to intellectual property litigation that could be costly, result in the diversion of management's time and
efforts, require us to pay damages, prevent us from marketing our commercially available products or product candidates and/or reduce
the margins we may realize from our products that we may commercialize.

 Whether
a product infringes a patent involves complex legal and factual issues, and the determination is often uncertain. There may be existing
patents of which we are unaware that our products under development may inadvertently infringe. The likelihood that patent infringement
claims may be brought against us increases as the number of participants in the in vitro diagnostics market increases and as we
achieve more visibility in the marketplace and introduce products to market.

 Any
infringement claim against us, even if without merit, may cause us to incur substantial costs, and would place a significant strain on
our financial resources, divert the attention of management from our core business, and harm our reputation. In some cases, litigation
may be threatened or brought by a patent holding company or other adverse patent owner who has no relevant product revenues and against
whom our patents may provide little or no deterrence. If we were found to infringe any patents, we could be required to pay substantial
damages, including triple damages if an infringement is found to be willful, and royalties and could be prevented from selling our products
unless we obtain a license or are able to redesign our products to avoid infringement. We may not be able to obtain a license enabling
us to sell our products on reasonable terms, or at all, and there can be no assurance that we would be able to redesign our products
in a way that would not infringe those patents. If we fail to obtain any required licenses or make any necessary changes to our technologies
or the products that incorporate them, we may be unable to commercialize one or more of our products or may have to withdraw products
from the market, all of which would have a material adverse effect on our business, financial condition and results of operations.

 We
rely substantially on our trademarks and trade names. If our trademarks and trade names are not adequately protected, then we may not
be able to build name recognition in our markets of interest and our business may be harmed.

 We
rely substantially upon trademarks to build and maintain the integrity of our brand. Our registered and unregistered trademarks or trade
names may be challenged, infringed, circumvented, declared unenforceable or determined to be violating or infringing on other intellectual
property rights. We may not be able to protect or enforce our rights to these trademarks and trade names, which we rely upon to build
name recognition among potential partners and customers in our markets of interest. At times, competitors or other third parties may
adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market
confusion. Asserting claims against such third parties may be prohibitively expensive. In addition, there could be potential trade name
or trademark infringement, or dilution claims brought by owners of other trademarks against us. Over the long term, if we are unable
to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business
may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names
or other intellectual property may be ineffective, could result in substantial costs and diversion of resources and could harm our business,
financial condition and results of operations.

 Risks
Related to Litigation from Operating Our Business

 We
may become subject to potential product liability claims, and we may be required to pay damages that exceed our insurance coverage.

 Our
business exposes us to potential product liability claims that are inherent in the design, testing, manufacture, sale and distribution
of our currently marketed products and each of our product candidates that we are seeking to introduce to the market. Someone may allege
that our diagnostic tests identified inaccurate or incomplete information or otherwise failed to perform as designed. We may also be
subject to liability for errors in, a misunderstanding of or inappropriate reliance upon, the information we provide in the ordinary
course of our business activities. In addition, we may be subject to product liability claims resulting from misuse or off-label use
of our products and product candidates. Any product liability claim brought against us, with or without merit, could result in an increase
of our product liability insurance rates or in our inability to secure coverage in the future on commercially reasonable terms, if at
all. In addition, if our product liability insurance proves to be inadequate to pay a damage award, we may have to pay the excess of
this award out of our cash reserves, which could significantly harm our financial condition. A product liability claim, even one without
merit, could harm our reputation in the industry, lead to significant legal fees, and result in the diversion of management's attention
from managing our business.

 Current
or future litigation, government investigations and other legal proceedings may harm our business.

 We
have been, currently are and may in the future become, involved in legal proceedings that could have a negative impact on our reputation,
business and financial condition and divert the attention of our management from the operation of our business. The types of legal proceedings
we may be or become subject to include patent and other intellectual property claims, product liability claims, employee claims, tort
or contract claims, federal or state regulatory investigations, securities class actions, and other legal proceedings, investigations
or claims. For example, we are currently parties to two securities class action claims and three derivative actions. Litigation and other
legal proceedings are inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect
how we operate our business. We could incur judgments or enter into settlements of claims for monetary damages or for agreements to change
the way we operate our business, or both. There may be an increase in the scope of these matters or there may be additional lawsuits,
claims, proceedings or investigations in the future, which could harm our business, financial condition and results of operations. Adverse
publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers' confidence
and reduce long-term demand for any of our products or other offerings, even if the regulatory or legal action is unfounded or not material
to our operations. For additional information, see "Item 3. Legal Proceedings."

 General
Risk Factors

 The
price of our common stock may fluctuate substantially.

 The
market price of our common stock may be subject to wide fluctuation in response to various factors, some of which are beyond our control.
Some factors that may cause the market price of our common stock to fluctuate, in addition to the other risks mentioned in this "Risk
Factors" section and elsewhere in this report, are:

 sales
 or purchases of our common stock by our shareholders, executives, and directors;

 our
 ability to obtain regulatory approval to commercialize our PCR platform on a timely basis or at all;

 our
 ability to enter new markets;

 actual
 or unanticipated fluctuations in our annual and quarterly financial results;

 our
 ability to obtain financings to continue and expand our commercial activities, expand our manufacturing operations, conduct research
 and development activities including, but not limited to, human clinical trials, and other business activities;

 our
 ability to secure resources and the necessary personnel to continue and expand our commercial activities, develop additional diagnostic
 tests, conduct clinical trials and gain approval for our diagnostic tests on our desired schedule;

 commencement,
 enrollment or results of our clinical trials of our diagnostic tests or any future clinical trials we may conduct;

 in the development status of our diagnostic tests;

 any
 delays or adverse developments or perceived adverse developments with respect to review by the FDA or other similar foreign regulatory
 authorities of our planned clinical trials;

 any
 delay in our submission for studies or test approvals or adverse regulatory decisions, including failure to receive regulatory approval
 or clearance for our diagnostic tests;

 our
 announcements or our competitors' announcements regarding new tests, enhancements, significant contracts, acquisitions or strategic
 investments;

 failures
 to meet external expectations or management guidance;

 in our capital structure or dividend policy, including as a result of future issuances of securities and sales of large blocks of
 common stock by our shareholders;

 announcements
 and events surrounding financing efforts, including debt and equity securities;

 competition
 from existing technologies and diagnostic tests or new technologies and diagnostic tests that may emerge;

 announcements
 of acquisitions, partnerships, collaborations, joint ventures, new diagnostic tests, capital commitments, or other events by us or
 our competitors;

 in general economic, political and market conditions in any of the regions in which we conduct our business;

 in industry conditions or perceptions;

 in valuations of similar companies or groups of companies;

 analyst
 research reports, recommendations and changes in recommendations, price targets and withdrawals of coverage;

 departures
 and additions of key personnel;

 disputes
 and litigations related to intellectual properties, proprietary rights, and contractual obligations;

 in applicable laws, rules, regulations, or accounting practices and other dynamics;

 other
 events or factors, many of which may be out of our control.

 In
addition, if the market for stocks in our industry or industries related to our industry, or the stock market in general, experiences
a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition
and results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that,
even if unsuccessful, could be costly to defend and a distraction to management.

 Anti-takeover
provisions in our charter documents and Utah law could discourage, delay, or prevent a change of control of our Company and may affect
the trading price of our common stock.

 We
are a Utah corporation and the anti-takeover provisions of the Utah Control Shares Acquisition Act may discourage, delay or prevent a
change of control by limiting the voting rights of control shares acquired in a control share acquisition. In addition, our Articles
of Incorporation and Bylaws may discourage, delay or prevent a change in our management or control over us that shareholders may consider
favorable. Among other things, our Amended and Restated Articles of Incorporation and Bylaws:

 authorize
 the issuance of "blank check" preferred stock that could be issued by our board of directors in response to a takeover
 attempt;

 provide
 that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors
 then in office, except a vacancy occurring by reason of the removal of a director without cause shall be filled by vote of the shareholders;

 no
 right to cumulative voting;

 limit
 who may call special meetings of shareholders; and

 provide
 for a staggered board of directors

 These
provisions could have the effect of delaying or preventing a change of control, whether or not it is desired by, or beneficial to, our
shareholders.

 We
do not currently intend to pay dividends on our common stock.

 We
do not expect to pay cash dividends on our common stock. Any future dividend payments are within the absolute discretion of our board
of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements,
financial condition, contractual restrictions, business opportunities, anticipated cash needs, provisions of applicable law and other
factors that our board of directors may deem relevant. We may not generate sufficient cash from operations in the future to pay dividends
on our common stock.

 We
are a "smaller reporting company" and the reduced disclosure requirements applicable to smaller reporting companies may make
our common stock less attractive to investors.

 We
are currently a "smaller reporting company" as defined in the Securities Exchange Act of 1934. Smaller reporting companies
are able to provide simplified executive compensation disclosures in their filings, and have certain other decreased disclosure obligations
in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual
reports. We cannot predict whether investors will find our common stock less attractive because of our reliance on any of these exemptions.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and
our stock price may be more volatile.

 We
incur substantial costs as a result of being a public company and our management expects to devote substantial time to public company
compliance programs.

 As
a public company, we incur significant legal, insurance, accounting and other expenses, including costs associated with public company
reporting. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment will result in
increased general and administrative expenses and may divert management's time and attention from product development and commercialization
activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing
bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, and our business may
be harmed. These laws and regulations could make it more difficult and costlier for us to obtain director and officer liability insurance
for our directors and officers, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
These factors could also make it more difficult for us to attract and retain qualified executive officers and qualified members of our
board of directors, particularly to serve on our audit and compensation committees. In addition, if we are unable to continue to meet
the legal, regulatory and other requirements related to being a public company, we may not be able to maintain the listing of our common
stock on The NASDAQ Capital Market, which would likely have a material adverse effect on the trading price of our common stock.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 We
understand the importance of preventing, identifying, assessing and managing material risks associated with cybersecurity threats. Cybersecurity
processes to identify, assess and manage risks from cybersecurity threats have been incorporated as a part of our overall risk assessment
process and are designed to help protect our information assets and operations from internal and external cyber threats and protect employee
and customer information from unauthorized access or attack, as well as secure our network and systems. The Company's cybersecurity
policies, standards, processes, and practices are based on recognized frameworks established by the National Institute of Standards and
Technology ("NIST") and are included in the Company's overall risk management system and processes. We have implemented
into our operations these cybersecurity processes, technologies and controls to identify, assess and manage material risks. Specifically,
we engage a third-party cybersecurity firm to assist with network and endpoint monitoring, cloud system monitoring and assessment of
our incident response procedures. Further, we employ periodic internal and external penetration testing by an independent cybersecurity
firm to inform our risk identification and assessment of critical, high, medium and minor material cybersecurity threats.

 To
manage our material risks from cybersecurity threats and to protect against, detect, and prepare to respond to cybersecurity incidents,
we undertake the below listed activities:

 Monitor
 evolving cybersecurity standards and emerging data protection laws and implement changes to our processes to comply;

 risk
 assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and
 our broader enterprise IT environment;

 The
 Company leverages third-party vendors to house critical clinical trial data. These vendors are required to be GxP compliant which
 entails strong cybersecurity controls that are validated by a third-party auditor. Furthermore, the Company has begun performing
 security risk assessments prior to on-boarding new significant vendors.

 The
 Company provides regular, mandatory training for all levels of employees regarding cybersecurity threats as a means to equip the
 Company's employees with effective tools to address cybersecurity threats, and to communicate the Company's evolving
 information security policies, standards, processes, and practices.

 Employ
 multifactor authentication on internal and external systems;

 Conduct
 regular phishing email simulations for all employees; and

 Carry
 cybersecurity risk insurance that provides protection against the potential losses arising from a cybersecurity incident.

 Our
incident response plan coordinates the activities that we and our third-party cybersecurity providers take to prepare to respond and
recover from cybersecurity incidents, which include processes to triage, assess severity, investigate, escalate, contain, and remediate
an incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

 As
part of the above processes, we engage with subject matter expert consultants to review our cybersecurity program to help identify areas
for continued focus, improvement, and compliance.

 Our
processes also include assessing cybersecurity threat risks associated with our use of third-party services providers in normal course
of business use, including those in our supply chain or who have access to patient and employee data or our systems. Third-party risks
are included within our risk management process discussed above. In addition, we assess cybersecurity considerations in the selection
and oversight of our third-party services providers, including due diligence on the third parties that have access to our systems and
facilities that house systems and data.

 We
do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect our
business strategy, results of operations or financial condition. However, cybersecurity threats may affect our business. See " Cyber
security risks and the failure to maintain the integrity of company, employee or guest data could expose us to data loss, litigation
and liability, and our reputation could be significantly harmed. " in "Item 1A. Risk Factors" of this Annual
Report on Form 10-K.

 The
Audit Committee of the Board of Directors is responsible for oversight of our cybersecurity risk assessment, risk management, incident
response procedures and cybersecurity risks and provides updates to the Board of Directors regarding such oversight. Periodically during
each year, the Audit Committee receives an overview from our Vice President, Head of Technology of our cybersecurity threat risk management
and strategy processes, including potential impact on us, the efforts of management to manage the risks that are identified and our incident
response preparations.

 Our
cybersecurity risk assessment, management and strategy processes are led by our Chief Technology Officer. Our Chief Technology Officer
has over 15 years of experience in various roles involving managing information security, managing privacy and data protection, developing
cybersecurity strategy, and implementing cybersecurity programs. The Chief Technology Officer was recently promoted and is training to
be a Certified Information Security Manager (CISM), is informed about and monitors the prevention, mitigation, detection, and remediation
of cybersecurity incidents through management of the cybersecurity risk management and strategy processes described above, including
our incident response plan.

 ITEM
2. PROPERTIES

 Our
headquarters are located at 2401 S. Foothill Drive, Salt Lake City, Utah. Our current facilities have approximately 54,000 square feet
of laboratory, manufacturing, storage and office space under leases that expire in 2026 through 2028. We believe the facilities we lease
are sufficient to meet our needs for the foreseeable future.

 ITEM
3. LEGAL PROCEEDINGS

 In
the ordinary course of business, we are at times subject to various legal proceedings and disputes, including the proceedings specifically
discussed below. We assess our liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information
available. Where it is probable that we will incur a loss and the amount of the loss can be reasonably estimated, we record a liability
in our consolidated financial statements. These legal reserves may be increased or decreased to reflect any relevant developments on
a quarterly basis. Where a loss is not probable or the amount of loss is not estimable, we do not accrue legal reserves. While the outcome
of legal proceedings is inherently uncertain, based on information currently available and available insurance coverage, our management
believes that it has established appropriate legal reserves. Any incremental liabilities arising from pending legal proceedings are not
expected to have a material adverse effect on our consolidated financial position, consolidated results of operations, or consolidated
cash flows. However, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to our consolidated
financial position, consolidated results of operations, or consolidated cash flows.

 Class
Actions and Shareholder Derivative Suits

 Gelt
Securities Class Action (District of Utah)

 On
June 15, 2020, Gelt Trading Co. ("Gelt") filed a lawsuit in the United States District Court for the District of Utah ("District
of Utah"), against the Company and certain of our directors and officers, on behalf of itself and a putative class, seeking to
recover damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 ("Gelt Litigation").
The complaint alleges that Co-Diagnostics and the individual defendants overstated the accuracy of the Company's Logix Smart COVID-19
test in statements on April 30, 2020 and May 1, 2020, and that plaintiff suffered losses when the Company's stock price dropped
after public reports questioned the accuracy of the Logix Smart test on May 14, 2020. On July 15, 2020, plaintiff filed an amended complaint.
On March 10, 2021, the court appointed Gelt as Lead Plaintiff, and on April 7, 2021, Lead Plaintiff filed a second amended complaint
("SAC"), which asserts the same Sections 10(b) and 20(a) claims against the same defendants on largely the same theory. On
May 5, 2021, the defendants moved to dismiss the SAC. On March 9, 2022, the court entered a Decision & Order denying the motion to
dismiss, but narrowing the challenged statements to only those made in the May 1, 2020 press release, and on April 13, 2022, the defendants
filed an answer to the SAC. On October 17, 2022, Gelt filed a motion to certify the putative class, and on August 18, 2023, the court
partially granted that motion, certifying a class of all those who purchased Co-Diagnostics securities between May 1, 2020 and May 14,
2020, dates inclusive, and who were damaged thereby. Fact discovery closed on August 18, 2023 and expert discovery is currently underway.
Summary judgment motions and motions to exclude expert testimony are due April 10, 2024; no trial date has yet been set. The defendants
believe the claims are without merit and intend to defend vigorously against them, but there can be no assurances as to the outcome.

 Shareholder
Derivative Lawsuits (District of Utah & Utah State Court)

 On
September 17, 2020, a shareholder derivative lawsuit was filed in the District of Utah by Luis Aguilera, allegedly on behalf of Co-Diagnostics,
Inc., that substantially piggybacks on the Gelt Litigation referenced above. The lawsuit asserts that the defendants failed to prevent
the alleged securities law violations largely asserted in the Gelt Litigation. On December 2, 2020, a second shareholder derivative lawsuit
was filed in the District of Utah by Melvyn Klein asserting essentially the same claims, allegedly on behalf of Co-Diagnostics, as the
Aguilera shareholder derivative action. And on April 29, 2021, the District of Utah consolidated the two shareholder derivative cases,
with the Aguilera case serving as the lead case under the caption In re Co-Diagnostics, Inc. Derivative Litigation. On May 3,
2022, plaintiffs filed an amended complaint asserting claims for breach of fiduciary duty, unjust enrichment, and contribution under
Sections 10(b) and 21D of the Securities Exchange Act of 1934. Defendants answered the amended complaint on June 24, 2022. On January
25, 2024, the consolidated Aguilera derivative action was voluntarily dismissed without prejudice.

 On
November 24, 2020, an additional shareholder derivative lawsuit was filed in the District of Utah by Matthew Wallace, allegedly on behalf
of Co-Diagnostics, Inc., that also piggybacks on the Gelt Litigation referenced above. It named the same defendants and asserted essentially
the same claims, allegedly on behalf of Co-Diagnostics, as in the other District of Utah shareholder derivative actions referenced above.
On January 25, 2021, another shareholder derivative lawsuit was filed in the District of Utah by Jason Reagan, asserting essentially
the same claims as in the Wallace lawsuit. On March 18, 2021, the court consolidated the two lawsuits, with the Wallace lawsuit serving
as the lead case. On April 30, 2021, plaintiffs filed an amended complaint asserting claims for breach of fiduciary duty against defendants
and claims for insider trading. On January 26, 2024, the court ordered the parties' proposed revised case schedule, setting fact
and expert discovery deadlines throughout 2024 and early 2025; dispositive motions are due June 1, 2025, but no trial date has yet been
set.

 On
March 29, 2021, an additional shareholder derivative lawsuit was filed in the Third District Court in and for Salt Lake County, State
of Utah ("Utah State Court") by Hua Ding, allegedly on behalf of Co-Diagnostics, Inc., that also piggybacks on the Gelt Litigation
referenced above. It names the same defendants and asserts essentially the same claims as in In re Co-Diagnostics, Inc. Derivative
Litigation pending in the District of Utah referenced above. On December 12, 2022, a second shareholder derivative lawsuit was filed
in Utah State Court by Kathryn Matuch asserting essentially the same claims, allegedly on behalf of Co-Diagnostics, as the Ding shareholder
derivative action.

 The
defendants believe the claims asserted in all of the shareholder derivative lawsuits referenced above are without merit and intend to
defend vigorously against them, but there can be no assurances as to the outcome.

 Stadium
Capital Securities Class Action (Southern District of New York)

 On
August 16, 2022, Stadium Capital LLC ("Stadium") filed a lawsuit in the United States District Court for the Southern District
of New York, against Co-Diagnostics, Inc., and certain of our officers, on behalf of itself and a putative class, seeking to recover
damages for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The complaint alleges that Co-Diagnostics
and the individual defendants overstated the demand for the Company's Logix Smart COVID-19 test in statements on May 12, 2022 and
June 15, 2022. The complaint alleges that plaintiff suffered losses when the Company's stock price dropped after the Company disclosed
its financial results for the quarter ended June 30, 2022 in a press release on August 11, 2022. On September 19, 2022, a second plaintiff,
Drew Lee, filed a similar complaint in the same court against the same defendants alleging essentially the same claims. On August 9,
2023, the court consolidated these two securities class actions into the Stadium action and appointed Stadium as lead plaintiff. On September
21, 2023, Stadium filed a consolidated amended complaint, and on October 20, 2023, defendants moved to dismiss. On February 5, 2024,
the Court granted in part and denied in part the defendants' motion to dismiss. On February 20, 2024, the defendants answered the
consolidated amended complaint, and the parties are now engaged in discovery. The defendants believe the claims are without merit and
intend to defend vigorously against them, but there can be no assurances as to the outcome.

 Commercial
Litigation

Inc. v. Hukui Technology, Inc., et al. (Third Judicial District Court, Salt Lake County, State of Utah, Civil No. 210902131, filed on
April 21, 2021).

 The
Company filed a complaint against Defendants Hukui Technology, Inc., Hukui Tech, Inc., and Hukui Bio Co., Ltd (collectively, "Hukui")
seeking a declaratory judgment that the Company is not obligated to any of them in any amount. On August 24, 2021, Hukui filed their
Answer and Counterclaim seeking damages on a number of theories, including breach of contract for letter agreements, breach of oral agreement,
promissory estoppel, unjust enrichment, and interference with economic relations. Hukui requested a money judgment against the Company
in an amount to be determined at trial. On September 20, 2021, Hukui filed their Unopposed Motion for Leave to Amend Answer to the Complaint,
Affirmative Defenses, and Counterclaims and, on October 14, 2021, Hukui filed their Amended Answer and Counterclaims seeking damages
on declaratory judgment, as well as breach of contract for letters of authorization, breach of oral agreement, promissory estoppel, unjust
enrichment, and interference with economic relations. In 2022 the parties exchanged their initial disclosures, exchanged written discovery
requests, and conducted a number of depositions on each side that were concluded in January 2023. On June 1, 2023 the Company filed a
Motion for Summary Judgment asking the court for summary judgment on its sole claim for declaratory relief and for summary judgment with
respect to all Hukui counterclaims. On November 7, 2023, the Court issued its decision and granted the Company summary judgment on its
sole claim for declaratory relief and on all Hukui counterclaims. On December 22, 2023, Hukui filed a notice of appeal of the final judgment
in its entirety with the Utah Supreme Court. The Company believes the claims are without merit and intends to defend vigorously against
them, but there can be no assurances as to the outcome.

Inc. v. Pantheon International Advisors Ltd. (Third Judicial District Court, Salt Lake County, State of Utah, Civil No. 210902609, filed
on May 14, 2021).

 The
Company filed a complaint against Pantheon International Advisors ("Pantheon") asking the court to declare that the Company
has no ongoing contractual business relationship with Pantheon, no monies owing, nor does Pantheon have any interest, right, title or
claim to any stock issued by the Company or ownership of any kind in the Company. Pantheon was served with a 30-Day Summons on September
9, 2021 to which it failed to respond, and a default judgement against Pantheon International Advisors was entered by the Court on November
28, 2021. The time to appeal from the judgment or seek to vacate the judgment has passed.

 After
learning that the Company had initiated suit in Utah, and after learning of Company's intent to serve it with process of that suit,
on May 24, 2021, Pantheon filed a claim against the Company in the Royal Courts of Justice Group, Queens Bench Division, Claim No. QB-21-002245,
stating that the Company owes Pantheon $2,860,809.79 for alleged breach of contract for failing to make payments purportedly due under
a contract allegedly entered into on October 18, 2018. The Company is being represented locally in the UK by Freshfields Bruckhaus Deringer
LLP in that matter. The Company intends to vigorously defend against the UK claims and will seek to the full extent possible to enforce
its rights under the Declaratory Judgment already obtained in Utah but there can be no assurances as to the outcome.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER EQUITY SECURITIES

 Market
Information

 Our
common stock has been quoted on the NASDAQ market under the symbol "CODX" since July 12, 2017.

 Holders

 As
of March 12, 2024, the last reported sales price reported on NASDAQ for our common stock was $1.18 per share. As of March 12, 2024, we
had approximately 154 record holders of our common stock. The number of record holders was determined from the records of our transfer
agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers,
and registered clearing agencies. The transfer agent for our common stock is VStock Transfer LLC located at 18 Lafayette Pl, Woodmere,
New York 11598.

 Dividends

 We
have never declared or paid any cash dividends on our capital stock. The payment of dividends on our common stock in the future will
depend on our earnings, capital requirements, operating and financial condition and such other factors as our board of directors may
consider appropriate. We currently expect to use all available funds to finance the future development and expansion of our business
and do not anticipate paying dividends on our common stock in the foreseeable future.

 Pursuant
to Section 16-10a-640 of the Utah Revised Business Corporation Act, no distribution may be made if, after giving it effect:

 (a)

 the
 corporation would not be able to pay its debts as they become due in the usual course of business; or

 (b)

 the
 corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit
 otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the
 preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

 Securities
authorized for issuance under equity compensation plans

 Information
about our equity compensation plans in Item 12 of Part III of this Annual Report on Form 10-K is incorporated herein by reference.

 Recent
Sales of Unregistered Securities

 None.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 Share
Repurchase Program

 Issuer Purchase of Equity Securities

 Period

 (a) Total number of shares purchased (1)

 (b) Average price paid per share (1)

 (c) Total number of shares purchased as part of publicly announced plans or programs (1)

 (d) Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (1)

 10/01/23 – 10/31/23

 77,676

 $
 1.08

 77,676

 $
 14,500,002

 11/01/23 – 11/30/23

 -

 $
 -

 -

 $
 14,500,002

 12/01/23 – 12/31/23

 62,482

 $
 1.21

 62,482

 $
 14,424,205

 Total

 140,158

 $
 1.14

 140,158

 $
 14,424,205

 (1)

 In
 March 2022, the company announced that its board of directors authorized the repurchase of up to $30.0 million of the company's
 outstanding common stock. The extent to which the company repurchases its shares, and the timing of such repurchases, will depend
 upon a variety of factors, including trading volume, market conditions, legal requirements, business conditions and other factors.
 The repurchase program may be discontinued at any time, and the program does not obligate the company to acquire any specific number
 of shares of its common stock.

 ITEM
6. RESERVED

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

 The
following management's discussion and analysis of financial condition and results of operations describes the principal factors
affecting the results of our operations, financial condition, and changes in financial condition. This discussion should be read in conjunction
with the accompanying audited financial statements, and notes thereto, included elsewhere in this report. In addition to historical information,
this Annual Report contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those
set forth under the caption "Item 1A. Risk Factors" in this Annual Report on Form 10-K.

 Business
Overview

 Co-Diagnostics, Inc., a Utah corporation (the "Company" or
"CODX"), develops, manufactures and sells reagents used for diagnostic tests that function via the detection and/or analysis
of nucleic acid molecules (DNA or RNA), including robust and innovative molecular tools for detection of infectious diseases, liquid biopsy
for cancer screening, and agricultural applications. Our diagnostics systems enable dependable, low-cost, molecular testing for organisms
and genetic diseases by automating or simplifying historically complex procedures in both the development and administration of tests.
CODX's technical advance involves a novel, patented approach to PCR test design of primer and probe structure ("CoPrimers ")
that eliminates one of the key vexing issues of PCR amplification: the exponential growth of primer-dimer pairs (false positives and false
negatives) which adversely interferes with identification of the target DNA/RNA. Using our proprietary test design system and proprietary
reagents, we have designed and obtained regulatory approval to sell PCR diagnostic tests for the detection of COVID-19, influenza, tuberculosis,
hepatitis B and C, human papillomavirus, malaria, chikungunya, dengue, and the Zika virus. These initial diagnostic tests were cleared
for use in clinical labs only and not for point-of-care or at-home use.

 We
are currently developing a unique, groundbreaking portable diagnostic device and test system designed for point-of-care and at-home
use. The system is comprised of our PCR instrument that we refer to as the Co-Dx PCR Pro instrument, our proprietary
diagnostic test cup system and a mobile application to be installed on the user's mobile device. We refer to the system as the
"Co-Dx PCR platform that is being designed to bring affordable, reliable polymerase chain reaction ("PCR")
testing to patients in point-of-care and at-home settings. The Co-Dx PCR platform is subject to U.S. Food and Drug Administration
("FDA") review and is not available for sale at the time of this filing. In December 2023, we submitted the Co-Dx PCR
platform for review by the U.S. Food and Drug Administration (FDA) for Emergency Use Authorization (EUA). The submission included
the PCR Pro instrument, Co-Dx PCR COVID-19 detection test cups, and mobile app, all designed for use in point-of-care and at-home
settings. There is no guarantee that our Co-Dx PCR platform will receive the necessary regulatory approvals for commercialization,
or that, if regulatory approval is received, we will be able to successfully commercialize this platform.

 Technology

 We
believe our proprietary molecular diagnostics technology is paving the way for innovation in disease detection and life sciences research
through our enhanced detection of genetic material. For various reasons, including owning our own platform, we believe we will be able
to accomplish this faster and more economically than some competitors, allowing for significant margins while still positioning ourselves
as a low-cost provider of molecular diagnostics and screening services. For example, we were the first US-based company to receive a
CE-marking for a COVID-19 test in early 2020, as we worked to help slow the spread of the pandemic through our global network of distributors
covering clinical labs in more than 50 countries. Our Logix Smart COVID-19 test was designed, developed, submitted for regulatory approval
and ready to be used as an in vitro diagnostic or IVD in countries that accept a CE Mark as approval for use of the test in a period
of just over 30 days. This is a real-world example of how the CODX technology can be used in an evolving epidemic or pandemic to get
diagnostic tools in the hands of medical professionals in a timely manner. It can be similarly used to design a test for mutated strains
of the virus should they not be detectable using currently available tests.

 In
addition, continued development has demonstrated the unique properties of our CoPrimer technology that we believe makes it ideally suited
for a variety of applications where specificity is key to optimal results, including multiplexing several targets, enhanced Single Nucleotide
Polymorphism ("SNP") detection and enrichment for next generation sequencing.

 Our
scientists use the complex mathematics of DNA/RNA PCR test design to engineer and optimize PCR tests and to automate algorithms that
rapidly screen millions of possible options to pinpoint the optimum design. The intellectual property we use in our business, consisting
of the predictive mathematical algorithms and patented molecular structure used in the testing process, which together represents a major
advance in PCR testing systems. CODX technologies are now protected by more than 20 granted or pending US and foreign patents, as well
as certain trade secrets and copyrights. Ownership of our proprietary platform permits us the advantage of avoiding payment of patent
royalties required by other PCR test systems, which may allow the sale of diagnostic PCR tests at a lower price than competitors, while
enabling us to maintain profit margins.

 Our
proprietary test design process involves identifying the optimal locations on the target genes for amplification and pair the locations
with the optimized primer and probe structure to achieve outputs that meet the design input requirements identified from market research.
This is done by following planned and documented processes, procedures and testing. In other words, we use the data resulting from our
tests to verify whether we succeeded in designing what we intended. Verification involves a series of testing that concludes that the
product is ready to proceed to validation in an evaluation either in our laboratory or in an independent laboratory setting using initial
production tests to confirm that the product as designed meets the user needs.

 Using
our proprietary test design system and proprietary reagents, we have designed and obtained regulatory approval in the European Community
and in India to sell PCR diagnostic tests for the detection of COVID-19, influenza, tuberculosis, hepatitis B and C, human papillomavirus,
malaria, chikungunya, dengue, and the Zika virus. In the United States, we obtained Emergency Use Authorization ("EUA") for
our Logix Smart COVID-19 detection test from the Food and Drug Administration, or
FDA, and we sell that test to qualified labs. In addition, our COVID-19 detection test and certain of our other suite of COVID-19 products
have been approved for sale in countries such as the United Kingdom, Australia and Mexico by the regulatory bodies in those countries
and have been registered for sale in many more countries. In connection with the sale of our tests we may sell diagnostic equipment from other manufacturers as self-contained
lab systems (which we refer to as the "MDx Device").

 In
addition to testing for infectious disease, the technology lends itself to identifying any section of a DNA or RNA strand that describes
any type of genetic trait, which creates several significant applications. We, in conjunction with our customers, have designed and licensed tests that identify genetic traits in plant and animal genomes. We also have three multiplexed tests developed
to test mosquitos for the identification of diseases carried by the mosquitos to enable municipalities to concentrate their efforts in
managing mosquito populations on the specific areas known to be breeding the mosquitos that carry deadly viruses.

 RESULTS
OF OPERATIONS

 Results
of Operations for the Years Ended December 31, 2023 and 2022

 The
table below provides a comparison of our operating results for the year ended December 31, 2023 as compared to the year ended December
31, 2022.

 Year Change

 2023

 2022

 Change

 %

 Product revenue

 $
 991,473

 $

 $
 (33,226,736
)

 -97
 %

 Grant revenue

 5,820,565

 -

 5,820,565

 -

 Total revenue

 6,812,038

 (27,406,171
)

 -80
 %

 Cost of revenue

 4,184,949

 5,481,093

 (1,296,144
)

 -24
 %

 Gross profit

 2,627,089

 28,737,116

 (26,110,027
)

 -91
 %

 Operating expenses

 Sales and marketing

 6,860,815

 7,344,628

 (483,813
)

 -7
 %

 General and administrative

 14,279,441

 14,262,963

 16,478

 %

 Research and development

 22,962,593

 17,438,098

 5,524,495

 %

 Depreciation and amortization

 1,230,474

 1,282,718

 (52,244
)

 -4
 %

 Goodwill impairment charges

 -

 15,388,546

 (15,388,546
)

 -

 Total operating expenses

 45,333,323

 55,716,953

 (10,383,630
)

 -19
 %

 Loss from operations

 (42,706,234
)

 (26,979,837
)

 (15,726,397
)

 %

 Other income

 Interest income

 1,161,913

 704,045

 457,868

 %

 Realized gain on investments

 2,243,059

 -

 2,243,059

 -

 Loss on disposition of assets

 (2,578
)

 (138,117
)

 135,539

 -98
 %

 Gain on remeasurement of acquisition contingencies

 1,092,581

 7,899,644

 (6,807,063
)

 -86
 %

 Gain (loss) on equity method investment in joint venture

 100,703

 (332,969
)

 433,672

 -130
 %

 Total other income

 4,595,678

 8,132,603

 (3,536,925
)

 -43
 %

 Loss before income taxes

 (38,110,556
)

 (18,847,234
)

 (19,263,322
)

 %

 Income tax benefit

 (2,777,691
)

 (4,608,985
)

 1,831,294

 -40
 %

 $
 (35,332,865
)

 $
 (14,238,249
)

 $
 (21,094,616
)

 %

 Revenues

 For
the year ended December 31, 2023, we generated $6.8 million of revenue compared to revenue of $34.2 million in the year ended December
31, 2022. The decrease in revenue of $27.4 million was primarily due to lower sales of our Logix Smart COVID-19 test throughout the world.
As global attention and regulatory responses to the COVID-19 pandemic have eased, we have experienced significantly decreased demand
for our COVID-19 test. This decrease was partially offset by the generation of $5.8 million of grant revenue during the year ended December
31, 2023.

 Cost
of Revenues and Gross Profit

 Cost
of revenues decreased by $1.3 million from $5.5 million for the year ended December 31, 2022 to $4.2 million for the year ended December
31, 2023. Included within cost of revenues for the year ended December 31, 2023 is an increase of approximately $2.8 million related
to reserves against certain raw materials and finished goods inventories. The decrease in revenues combined with a larger percentage
of fixed product manufacturing costs and reserves for obsolete inventory resulted in a lower gross margin percentage.

 Operating
Expenses

 We
incurred total operating expenses of $45.3 million for the year ended December 31, 2023 compared to total operating expenses of $55.7
million for the year ended December 31, 2022. The decrease in operating expenses was primarily due to the decreases related to the impairment
of goodwill, bad debt expense, and third party sales commissions, partially offset by increased expenses related to personnel, including
stock-based compensation, increased legal and professional services expenses, and increased investment in research and development.

 Sales
and marketing expenses for the year ended December 31, 2023 were $6.9 million compared to $7.3 million for the year ended December 31,
2022. The decrease of $0.4 million was primarily a result of decreased variable compensation, such as bonuses and commissions, and decreased
third-party sales commissions, partially offset by increased professional services and stock-based compensation expense.

 General
and administrative expenses were flat at $14.3 million for the years ended December 31, 2023 and 2022, respectively. Increases in professional,
legal, and advisory fees, personnel related expenses, and stock-based compensation expense were offset by decreases in bad debt expense
and insurance expense.

 Our
research and development expenses increased by $5.6 million from $17.4 million for the year ended December 31, 2022, to $23.0 million
for the year ended December 31, 2023. The primary increase in expenses related to increased personnel expenses, as well as increases
in supplies expenses and professional and lab services utilized to further help us in our research and product development activities.

 During
the year ended December 31, 2022, the Company recognized charges of $15.4 million related to goodwill impairment.

 Other

 Other
income was $4.6 million for the year ended December 31, 2023, compared to other income of $8.1 million for the year ended December 31,
2022. The decrease in other income of $3.5 million was primarily due to a change in the fair value of contingent consideration liabilities,
driven by changes in the Company's stock price, and partially offset by increased interest income and realized investment gains
due to the Company's investing activities.

 Net
Loss

 We
realized a net loss for the year ended December 31, 2023 of $35.3 million compared to $14.2 million for the year ended December 31, 2022.
The decrease of $21.1 million was primarily the result of reduced sales of our Logix Smart COVID-19 test, increased operating expenses
as discussed above, and a decrease in the gain related to the fair value of acquisition related contingent consideration liabilities,
partially offset by a decrease in impairment charges related to the impairment of goodwill recorded in the prior year and increased interest
income and realized investment gains. Additionally, we recorded an income tax benefit of $2.8 million during the year ended December
31, 2023, compared to an income tax benefit of $4.6 million for the year ended December 31, 2022.

 LIQUIDITY
AND CAPITAL RESOURCES

 At
December 31, 2023, we had cash and cash equivalents of $14.9 million and marketable investment securities of $43.6 million. We consider
our marketable investment securities an important part of our liquidity and focus such investments in securities that can readily be
converted into cash if needed. Additionally, our total current assets at December 31, 2023, were $62.1 million compared to total current
liabilities of $5.7 million.

 Net
cash used in operating activities during the year ended December 31, 2023 was $22.1 million, compared to cash provided by operating activities
of $6.6 million for the year ended December 31, 2022. The decrease in cash from operating activities was primarily due to decreases in
revenue and increases in operating expenses.

 Net
cash provided by investing activities was $15.4 million for the year ended December 31, 2023, compared to net cash used in investing
activities of $58.2 million during the year ended December 31, 2022. The increase in cash provided by investing activities is primarily
due to interest and realized gains related to marketable investment securities, as well as the redemption of certain investments as they
matured.

 Net
cash used in financing activities was $1.4 million for the year ended December 31, 2023, compared to $14.0 million of cash used in financing
activities for the year ended December 31, 2022. The decrease in cash used in financing activities is primarily due to fewer repurchases
of outstanding common shares during 2023 as compared to 2022.

 Since
commencing sales of our Logix Smart COVID-19 test in March 2020, we have used our cash generated from those sales to fund the purchase
of inventories and the development of our Co-Dx PCR Platform, and to pay our operating expenses. We have increased our work force most
significantly in research and development in order to continue development of the Co-Dx PCR platform and additional tests that will enable
continued use of our distributor network to sell additional products throughout the world.

 We
believe that our existing capital resources and the cash generated from future sales will be sufficient to meet our projected operating
requirements for the next 12 months. However, our available capital resources may be consumed more
rapidly than currently expected and we may need or want to raise additional financing for strategic opportunities. It is anticipated
that the Company will continue to generate operating losses and use cash in operations in the near term. If
needed, we expect additional investment capital to come from additional issuances of our common stock or other equity based securities
with existing and new investors similar to those that have provided funding in the past. On March 16, 2023, the Company entered into
an Equity Distribution Agreement with Piper Sandler & Co. ("Piper"), pursuant to which we may sell from time to time,
shares of our common stock, having an aggregate offering price of up to $50.0 million through Piper, as agent. No shares have been sold
under the distribution agreement as of December 31, 2023. We may not be able to secure such financing in a timely manner or on favorable
terms, if at all.

 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES

 Our
management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with United States generally accepted accounting principles ("GAAP").
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported
revenues and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other
factors that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions
or conditions. While our significant accounting policies are described in Item 8 of this Annual Report on Form 10-K, within Note 2 of
our consolidated financial statements in the section titled "Summary of Significant Accounting Policies", we believe that
the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate
to the more significant areas involving management's judgments and estimates.

 Accounts
Receivable

 Trade
accounts receivable are recorded at the invoiced amount, net of any allowance. The Company maintains an allowance for doubtful accounts
for amounts the Company does not expect to collect. In establishing the required allowance, management considers historical losses, current
market condition, customers' financial condition, the age of receivables, and current payment patterns. Account balances are written
off against the allowance once the receivable is deemed uncollectible. If actual accounts receivable collections are less favorable than
those projected by management at the time of the assessment, however, additional accounts receivable write-downs may be required, which
could reduce our earnings.

and Intangible Assets

 The
useful lives of intangible assets with definite lives are based on the expected number of years the asset will generate revenue or otherwise
be used by us and the related amortization is based on the straight-line method. Goodwill, which has an indefinite life, is not amortized
but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that the
asset might be impaired. Examples of such events or circumstances include:

 the
 asset's ability to continue to generate income from operations and positive cash flow in future periods;

 any
volatility or significant decline in our stock price and market capitalization compared to our net book value;

 loss
 of legal ownership or title to an asset;

 significant
 changes in our strategic business objectives and utilization of our assets; and

 the
 impact of significant negative industry or economic trends.

 If
a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a material change in our reported results
would increase. For goodwill, the entity has the option to first assess qualitative factors to determine whether it is necessary to perform
the quantitative goodwill impairment test. The quantitative impairment test compares the fair value of a reporting unit with the carrying
amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise,
goodwill is impaired and the loss is recorded. Upon the completion of our annual evaluation for impairment of goodwill as of December
31, 2022, we recorded a goodwill impairment charge of $15.4 million.

 Inventories

 We
periodically review inventory for both potential obsolescence and potential declines in anticipated selling prices. In this review, we
make assumptions about the future demand for and market value of the inventory and based on these assumptions estimate the amount of
any obsolete, unmarketable, slow moving or overvalued inventory. We write down the value of our inventories by an amount equal to the
difference between the cost of the inventory and the net realizable value. If actual market conditions are less favorable than those
projected by management at the time of the assessment, however, additional inventory write-downs may be required, which could reduce
our earnings.

Taxes

 Significant
judgment is required in determining our provision for income taxes, current tax assets and liabilities, deferred tax assets and liabilities,
and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future
benefit from our deferred tax assets. We recognize in the financial statements the impact of a tax position if that position is more
likely than not to be sustained during an audit, including resolution of related appeals or litigation processes, if any. While we believe
that we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcome of examinations
by tax authorities in determining the adequacy of our provision for income taxes. See Note 11 to our Consolidated Financial Statements
for more information on income taxes.

 The
foregoing estimates, expectations and forward-looking statements are subject to change as we make strategic operating decisions from
time to time and as our revenue and expenses fluctuate from period to period.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
required.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

FINANCIAL STATEMENTS

 DECEMBER
31, 2023 AND 2022

 Table
of Contents

 Reports of Independent Registered Public Accounting Firms (PCAOB ID No. 270 and ID No. 457)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statement of Changes in Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To
the Board of Directors and Stockholders

Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheet of Co-Diagnostics Inc. and subsidiaries (the Company) as of December 31, 2023,
the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows for the
year then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December
31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

 Estimation
of the Fair Value of Intangible Assets

 As
more fully described in Notes 2 and 6 to the consolidated financial statements, the Company acquired Idaho Molecular, Inc., and Advanced
Conceptions, Inc. in December 2021. As part of the transaction, the Company acquired in-process research and development indefinite-lived
intangible assets totaling $26,101,000. The Company assesses these assets for impairment at least annually or whenever events or changes
in circumstances occur that may indicate impairment. The Company's analysis for the year ended December 31, 2023, required significant
judgment to assess qualitative factors in determining whether it is more likely than not that the indefinite-lived intangible asset is
impaired. As a result of their analysis, the Company determined there was no impairment as of year-end.

 Auditing
the Company's annual impairment assessment was complex and highly judgmental due to the significant judgement required in determining
whether it is more likely than not that an indefinite-lived intangible asset is impaired. This required a high degree of auditor judgement,
subjectivity and effort in performing procedures and evaluating audit evidence to evaluate management assessment in evaluating these
indefinite-lived intangibles for impairment. These procedures included among others: (1) evaluating management's process for evaluating
for impairment, (2) evaluating the factors assessed by management (3) evaluating other relevant factors in making our own determination,
and (4) evaluating and discussing considerations and conclusions made by management.

 /s/
 Tanner LLC

 We
have served as the Company's auditor since 2023

 Salt
Lake City, Utah

 March

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders of Co-Diagnostics, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Co-Diagnostics, Inc (the Company) as of December 31, 2022, and
the related consolidated statements of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows
for the year ended December 31, 2022, and the related notes (collectively referred to as the financial
statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2022, and the results of its operations and its cash flows for the year ended
December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 /s/
 Haynie & Company

 Salt
Lake City, Utah

 March
16, 2023

 We
began serving as the Company's auditor in 2016. In 2023, we became the predecessor auditor.

BALANCE SHEETS

 Assets

 Current assets

 Cash and cash equivalents

 $
 14,916,878

 $
 22,973,803

 Marketable investment securities

 Accounts receivable, net

 303,926

 3,453,723

 Inventory, net

 1,664,725

 5,310,473

 Income taxes receivable

 26,955

 1,870,419

 Prepaid expenses and other current assets

 1,597,114

 761,187

 Note receivable

 -

 75,000

 Total current assets

 62,141,108

 92,733,671

 Property and equipment, net

 3,035,729

 2,539,483

 Operating lease right-of-use asset

 2,966,774

 372,115

 Intangible assets, net

 26,403,667

 26,768,333

 Investment in joint venture

 773,382

 672,679

 Total assets

 $
 95,320,660

 $
 123,086,281

 Liabilities and stockholders' equity

 Current liabilities

 Accounts payable

 $
 1,482,109

 $
 952,296

 Accrued expenses

 2,172,959

 934,447

 Operating lease liability, current

 838,387

 297,209

 Contingent consideration liabilities, current

 891,666

 1,689,471

 Deferred revenue

 362,449

 -

 Total current liabilities

 5,747,570

 3,873,423

 Long-term liabilities

 Income taxes payable

 659,186

 1,181,284

 Deferred tax liability

 -

 2,417,987

 Operating lease liability

 2,152,180

 50,708

 Contingent consideration liabilities

 748,109

 1,042,885

 Total long-term liabilities

 3,559,475

 4,692,864

 Total liabilities

 9,307,045

 8,566,287

 Commitments and contingencies (Note 12)

 Stockholders' equity

 Convertible preferred stock, $ 0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively

 -

 -

 Common stock, $ 0.001 par value; 100,000,000 shares authorized; 36,108,346 shares issued and 31,259,668 shares outstanding as of December 31, 2023 and 34,754,265 shares issued and 30,872,607 shares outstanding as of December 31, 2022

 36,108

 34,754

 Treasury stock, at cost; 4,848,678 and 3,881,658 shares held as of December 31, 2023 and December 31, 2022, respectively

 ( 15,575,795
)

)

 Additional paid-in capital

 96,808,436

 88,472,935

 Accumulated other comprehensive income

 Accumulated earnings

 4,598,166

 39,931,031

 Total stockholders' equity

 86,013,615

 114,519,994

 Total liabilities and stockholders' equity

 $
 95,320,660

 $
 123,086,281

 See
accompanying notes to consolidated financial statements.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 2023

 2022

 Product revenue

 $
 991,473

 $

 Grant revenue

 5,820,565

 -

 Total revenue

 6,812,038

 Cost of revenue

 4,184,949

 5,481,093

 Gross profit

 2,627,089

 28,737,116

 Operating expenses

 Sales and marketing

 6,860,815

 7,344,628

 General and administrative

 14,279,441

 14,262,963

 Research and development

 22,962,593

 17,438,098

 Depreciation and amortization

 1,230,474

 1,282,718

 Goodwill impairment charges

 -

 15,388,546

 Total operating expenses

 45,333,323

 55,716,953

 Loss from operations

 ( 42,706,234
)

 ( 26,979,837
)

 Other income, net

 Interest income

 1,161,913

 704,045

 Realized gain on investments

 2,243,059

 -

 Loss on disposition of assets

 ( 2,578
)

 ( 138,117
)

 Gain on remeasurement of acquisition contingencies

 1,092,581

 7,899,644

 Gain (loss) on equity method investment in joint venture

 100,703

 ( 332,969
)

 Total other income, net

 4,595,678

 8,132,603

 Loss before income taxes

 ( 38,110,556
)

 ( 18,847,234
)

 Income tax benefit

 ( 2,777,691
)

 ( 4,608,985
)

 $
)

 $
)

 Other comprehensive loss

 Change in net unrealized gains on marketable securities, net of tax

 $
 ( 146,440
)

 $

 Total other comprehensive income (loss)

 $
 ( 146,440
)

 $

 Comprehensive loss

 $
 ( 35,479,305
)

 $
 ( 13,945,109
)

 Loss per common share:

 Basic

 $
 ( 1.20
)

 $
 ( 0.45
)

 Diluted

 $
 ( 1.20
)

 $
 ( 0.45
)

 Weighted average shares outstanding:

 Basic

 29,346,599

 31,479,028

 Diluted

 29,346,599

 31,479,028

 See
accompanying notes to consolidated financial statements.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 Shares

 Shares

 Stock

 Capital

 Earnings

 Equity

 Convertible

 Preferred Stock

 Common Stock

 Treasury

 Additional

 Paid-in

 Accumulated

 Other

 Comprehensive

 Accumulated

 Total

 Stockholders'

 Shares

 Shares

 Stock

 Capital

 Earnings

 Equity

 Balance as of December 31, 2021

 -

 $
 -

 33,819,862

 $
 33,820

 $
 -

 $
 80,271,999

 $
 -

 $
 54,169,280

 $
 134,475,099

 Common stock issued for option exercises

 -

 -

 70,791

 -

 77,800

 -

 -

 77,870

 Common stock issued for warrant exercises

 -

 -

 50,000

 -

 99,950

 -

 -

 Stock-based compensation expense

 -

 -

 725,166

 -

 7,542,498

 -

 -

 7,543,223

 Common stock issued for acquisitions

 -

 -

 88,446

 -

 480,687

 -

 -

 480,776

 Repurchases of common stock

 -

 -

 -

 -

)

 -

 -

 -

)

 Other comprehensive income, net of tax

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2022

 -

 $
 -

 34,754,265

 $
 34,754

 $
)

 $
 88,472,935

 $

 $
 39,931,031

 $
 114,519,994

 Balance

 -

 $
 -

 34,754,265

 $
 34,754

 $
)

 $
 88,472,935

 $

 $
 39,931,031

 $
 114,519,994

 Stock-based compensation expense

 -

 -

 1,354,081

 1,354

 -

 8,335,501

 -

 -

 8,336,855

 Repurchases of common stock

 -

 -

 -

 -

 ( 1,363,929
)

 -

 -

 -

 ( 1,363,929
)

 Other comprehensive loss, net of tax

 -

 -

 -

 -

 -

 -

 ( 146,440
)

 -

 ( 146,440
)

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2023

 -

 $
 -

 36,108,346

 $
 36,108

 $
 ( 15,575,795
)

 $
 96,808,436

 $

 $
 4,598,166

 $
 86,013,615

 Balance

 -

 $
 -

 36,108,346

 $
 36,108

 $
 ( 15,575,795
)

 $
 96,808,436

 $

 $
 4,598,166

 $
 86,013,615

 See
accompanying notes to consolidated financial statements.

STATEMENTS OF CASH FLOWS

 2023

 2022

 Cash flows from operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to cash (used in) provided by operating activities:

 Depreciation and amortization

 1,230,474

 1,282,718

 Goodwill impairment charges

 -

 15,388,546

 Stock-based compensation expense

 8,336,855

 7,543,223

 Change in fair value of acquisition contingencies

 ( 1,092,581
)

 ( 7,899,644
)

 Non-cash lease expense

 47,992

 30,430

 Realized gain on investments

 ( 2,243,059
)

 -

 (Gain) loss from equity method investment

 ( 100,703
)

 332,969

 Loss on disposition of assets

 2,578

 138,117

 Deferred income taxes

 ( 2,417,987
)

 ( 4,810,457
)

 Provision for credit losses

 612,809

 2,461,032

 Inventory obsolescence expense

 3,233,281

 148,099

 Changes in assets and liabilities:

 Accounts receivable

 2,536,988

 14,924,427

 Prepaid expenses and other assets

 1,082,536

 ( 224,094
)

 Inventory

 413,140

 ( 3,673,309
)

 Deferred revenue

 362,449

 ( 150,000
)

 Income taxes payable

 ( 522,098
)

 ( 2,201,250
)

 Accounts payable, accrued expenses and other liabilities

 1,768,326

 ( 2,483,821
)

 Net cash (used in) provided by operating activities

 ( 22,081,865
)

 6,568,737

 Cash flows from investing activities

 Purchases of property and equipment

 ( 1,365,306
)

 ( 1,427,512
)

 Proceeds from maturities of marketable investment securities

 127,251,619

 11,255,266

 Purchases of marketable securities

 ( 110,497,444
)

 ( 67,995,926
)

 Net cash (used in) provided by investing activities

 15,388,869

 ( 58,168,172
)

 Cash flows from financing activities

 Proceeds from exercise of options and warrants

 -

 177,870

 Repurchases of common stock

 ( 1,363,929
)

)

 Net cash (used in) financing activities

 ( 1,363,929
)

 ( 14,033,996
)

 Net decrease in cash and cash equivalents

 ( 8,056,925
)

 ( 65,633,431
)

 Cash and cash equivalents at beginning of period

 22,973,803

 88,607,234

 Cash and cash equivalents at end of period

 $
 14,916,878

 $
 22,973,803

 Supplemental disclosure of cash flow information

 Interest paid

 $
 -

 $
 -

 Income taxes paid

 $
 55,975

 $
 4,498,742

 Supplemental disclosure of non-cash investing and financing transactions

 Inventory moved to property, plant and equipment

 $

 $
 218,906

 Right-of-use assets obtained in exchange for new operating lease liabilities

 $
 3,203,146

 $
 681,327

 Business acquisition measurement period adjustments

 $
 -

 $
 1,593

 Fair value of common stock issued as consideration for business acquisitions

 $
 -

 $
 480,776

 Fair value of contingent common stock issued as consideration for business acquisitions

 $
 -

 $
 199,359

 See
accompanying notes to consolidated financial statements.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 YEARS
ENDED DECEMBER 31, 2023 AND 2022

 Note
1 – Overview and Basis of Presentation

 Description
of Business

Inc., a Utah corporation (the "Company" or "CODX"), is a molecular diagnostics company that develops, manufactures
and markets state-of-the-art diagnostics technologies. The Company's technologies are utilized for tests that are designed using
the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific
tests for its Co-Dx PCR platform and to locate genetic markers for use in applications other than infectious disease. In connection with
the sale of our tests we may sell diagnostic equipment from other manufacturers as self-contained lab systems.

 Use
of Estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include inventories,
receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These
estimates and assumptions are based on management's best estimates and judgments. Actual amounts and results could differ from
those estimates.

 Basis
of Presentation

 The
accompanying audited consolidated financial statements of Co-Diagnostics, Inc. and its wholly owned subsidiaries have been prepared to
reflect the financial position, results of operations and cash flows of the Company and have been prepared in accordance with accounting
principles generally accepted in the United States of America ("GAAP"). All intercompany balances and transactions have been
eliminated.

 Note
2 – Summary of Significant Accounting Policies

 Reclassifications

 Certain
prior year amounts have been reclassified to conform with the current year's presentation. These reclassifications have no impact
on the previously reported results.

 Cash
and Cash Equivalents

 Cash
and cash equivalents consist of cash on hand, money market funds and highly liquid investments with an original maturity date of 90 days
or less from the date of purchase. The fair value of cash equivalents approximated their carrying value as of December 31, 2023 and December
31, 2022. The Company has its cash and cash equivalents with a large creditworthy financial institution
and the balance exceeded federally insured limits. The Company has not experienced any losses in such accounts, and management believes
the Company is not exposed to any significant credit risk on cash and cash equivalents.

 Marketable
Investment Securities

 The
Company's marketable investment securities are comprised of investments in certificates of deposit and U.S. Treasury bills and
notes. The Company designates investments in debt securities as available-for-sale. Available-for-sale debt securities with original
maturities of three months or less from the date of purchase are classified within cash and cash equivalents. Available-for-sale debt
securities with original maturities longer than three months are available to fund current operations and are classified as marketable
investment securities, within current assets on the consolidated balance sheets. The Company may sell these securities at any time for
use in its current operations or for other purposes, even prior to maturity. Available-for-sale debt securities are reported at fair
value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of stockholders'
equity, net of tax. Realized gains and losses on the sale of marketable securities are determined using the average cost method on a
first-in, first-out basis and recorded in total other income (expense), net in the consolidated statements of operations and
comprehensive loss.

 The
available-for-sale debt securities are subject to a periodic impairment review. For investments in an unrealized loss position, the Company
writes down the amortized cost basis of the investment if it is more likely than not that the Company will be required or will intend
to sell the investment before recovery of its amortized cost basis. For investments not likely to be sold before recovery of the amortized
cost basis, the Company determines whether a credit loss exists by considering information about the collectability of the instrument,
current market conditions, and reasonable and supportable forecasts of economic conditions. The Company recognizes an allowance for credit
losses up to the amount of the unrealized loss when appropriate. Allowances for credit losses and write-downs are recognized in total
other income (expense), net, and unrealized losses not related to credit losses are recognized in accumulated other comprehensive income
(loss). There are no allowances for credit losses recorded for the periods presented.

 Accounts
Receivable

 Trade
accounts receivable are recorded at the invoiced amount (net of allowance) and do not bear interest. The Company maintains an allowance
for doubtful accounts for amounts the Company does not expect to collect. In establishing the required allowance, management considers
historical losses, current market condition, customers' financial condition, the age of receivables, and current payment patterns.
Account balances are written off against the allowance once the receivable is deemed uncollectible. Recoveries of trade receivables previously
written off are recorded when collected. At December 31, 2023 total accounts receivable was $ 504,264 with an allowance for uncollectable
accounts of $ 200,338 resulting in a net amount of $ 303,926. At December 31, 2022 total accounts receivable was $ 6,552,249 with an allowance
for uncollectable accounts of $ 3,098,526 resulting in a net amount of $ 3,453,723.

 Equity-Method
Investments

 Our
equity method investments are initially recorded at cost and are included in other long-term assets in the accompanying consolidated
balance sheet. We adjust the carrying value of our investment based on our share of the earnings or losses in the periods which they
are reported by the investee until the carrying amount is zero. The earnings or losses are included in other income (expense) in the
accompanying consolidated statements of operations.

 Inventory

 Inventory
is stated at the lower of cost or net-realizable value. Inventory cost is determined on a first-in first-out basis that approximates
average cost in accordance with ASC 330-10-30-12. At December 31, 2023, the Company had $ 1,664,725 in inventory, of which $ 700,467 was
finished goods and $ 964,258 was raw materials. At December 31, 2022, the Company had $ 5,310,473 in inventory, of which $ 1,327,264 was
finished goods and $ 3,983,209 was raw materials. The Company establishes reserves to reduce low-moving, obsolete, or unusable inventories
to their estimated useful or scrap values. The Company recognized $ 2,760,011 and $ 0 related to the change in inventory reserves during
the years ended December 31, 2023 and 2022, respectively.

and Intangible Assets

represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets
acquired in business combinations. Goodwill and indefinite-lived intangible assets are not amortized, but rather tested for impairment
at least annually on December 31, or more often if and when circumstances indicate that the carrying value may not be recoverable. Finite-lived
intangible assets are amortized over their useful lives.

 During
the years ended December 31, 2023 and 2022, the Company recognized impairment charges related to goodwill of $ 0 and $ 15,388,546, respectively.

 Long-lived
Assets

 Long-lived
assets, such as property and equipment, are stated at cost less accumulated depreciation and amortization. Depreciation is provided using
the straight-line method over the estimated useful lives of the property, generally from three to five years. Repairs and maintenance
costs are expensed as incurred except when such repairs significantly add to the useful life or productive capacity of the asset, in
which case the repairs are capitalized.

 For
in-process research and development projects acquired in business combinations, the in-process research and development project is capitalized
and evaluated for impairment until the development process has been completed. Once the development process has been completed the asset
will be amortized over its remaining estimated useful life. The Company reviews its long-lived assets, including property and equipment,
indefinite-lived and finite-lived intangible assets, and ROU assets, for impairment whenever an event or change in facts and circumstances
indicates that their carrying amounts may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount
to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows,
the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds fair
value.

 Revenue
Recognition

 The
Company generates revenue from product sales and license sales. The Company recognizes revenue when all of the following criteria are
satisfied: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or
services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction
price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when, or as the Company satisfies each performance obligation. Based on the criteria above, the Company typically
recognizes revenue upon delivery.

 The
Company constrains revenue by giving consideration to factors that could otherwise lead to a probable reversal of revenue. The Company
records any payments received from customers prior to the Company fulfilling its performance obligation(s) as deferred revenue.

 Grant
Revenue

 The
Company may submit applications to receive grant funding from governmental and non-governmental entities. The Company accounts for grants
by analogizing to the contribution accounting model under ASC 958-605, Not-for-Profit Entities ("ASC 958"). Revenues from
grants, contracts, and awards provided by governmental and non-governmental agencies are recorded based upon the terms of the specific
agreements. The Company recognizes grant funding without conditions or continuing performance obligations as revenue in the consolidated statements of operations and comprehensive income (loss). The Company recognizes grant funding with conditions or continuing
performance obligations as deferred revenue in the consolidated balance sheets if the conditions or performance obligations
have not yet been met. The Company recognized grant funding revenue of $ 5.8 million during the year ended December 31, 2023. At December
31, 2023, the Company has also recorded $ 0.3 million of deferred revenue related to grant funding for which the cash was received, but
the underlying conditions or performance obligations have not yet been met. Cash received from federal grants, contracts, and awards
can be subject to audit by the grantor and, if the examination results in a disallowance of any expenditure, repayment could be required.

 Deferred
Revenue

 Deferred
revenue primarily consists of payments received from customers prior to the Company fulfilling its performance obligation of providing
the product. When this occurs, the Company records a contract liability as deferred revenue. Deferred revenue is recognized as revenue
as the related performance obligations are satisfied.

 Research
and Development

 Research
and development costs are expensed when incurred. The Company recorded $ 22,962,593 and $ 17,438,098 of research and development costs
for the years ended December 31, 2023 and 2022, respectively.

 Stock-based
Compensation

 The
Company has granted stock-based awards, including restricted stock, stock options, stock warrants and restricted stock units ("RSUs"),
to its employees, certain consultants and members of its board of directors. The Company records stock-based compensation based on the
grant date fair value of the awards and recognizes the fair value of those awards as expense using the straight-line method over the
requisite service period of the award. The Company estimates the grant date fair value of stock options using the Black-Scholes option-pricing
model. When an award is forfeited prior to the vesting date, the Company recognizes an adjustment
for the previously recognized expense in the period of the forfeiture.

Taxes

 The
Company accounts for income taxes in accordance with the liability method of accounting for income taxes. Under this method, deferred
income tax assets and deferred income tax liabilities represent the tax effect of temporary differences between financial reporting and
tax reporting measured at enacted tax rates in effect for the year in which the differences are expected to reverse. The Company recognizes
only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the
taxing authority.

 Valuation
allowances are provided when it is more-likely-than-not that some or all of the deferred income tax assets may not be realized. In assessing
the need for a valuation allowance, the Company has considered its historical levels of income, expectations of future taxable income
and ongoing tax planning strategies.

 Developing
the provision for income taxes, including the effective tax rate and analysis of potential tax exposure items, if any, requires significant
judgment and expertise in federal and state income tax laws, regulations and strategies, including the determination of deferred income
tax assets and liabilities and any estimated valuation allowances deemed necessary to value deferred income tax assets. Judgments and
tax strategies are subject to audit by various taxing authorities. The Company has uncertain income tax positions in the consolidated
financial statements, and adverse determinations by these taxing authorities could have a material adverse effect on the consolidated
financial positions, result of operations, or cash flows.

 Net
Income (Loss) per Share

 Basic
net income or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average
number of shares outstanding during each period.

 Diluted
net income or loss per share is computed by dividing net income or loss attributable to common stockholders by the weighted-average number
of shares of common stock outstanding during the period increased by common shares that could be issued upon conversion or exercise of
other outstanding securities to the extent those additional common shares would be dilutive. The dilutive effect of potentially dilutive
securities is reflected in diluted net income or loss per share by application of the treasury stock method. During periods when the
Company is in a net loss position, basic net loss per share is the same as diluted net loss per share as the effects of potentially dilutive
securities are anti-dilutive.

 Comprehensive
Income (Loss)

 Comprehensive
loss is comprised of net loss and unrealized gains and losses on marketable securities, net of income taxes.

 Concentrations
Risk and Significant Customers

 The
Company had certain customers which were each responsible for generating 10 % or more of the total revenue for the years ended December
31, 2023 and 2022, respectively. Two customers accounted for approximately 28 % of product revenue for the year ended December 31, 2023
and one customer accounted for approximately 37 % of product revenue for the year ended December 31, 2022. One granting agency accounted
for 100 % of grant revenue for the year ended December 31, 2023.

 Three
customers accounted for more than 10 % of accounts receivable at December 31, 2023 and 2022, respectively. These customers together accounted
for approximately 97 % and 61 % of accounts receivable at December 31, 2023 and 2022, respectively.

 Recently
Issued Accounting Standards

 From
time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") that are adopted
by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards,
which are not yet effective, will not have a material impact on the Company's financial statements upon adoption.

 In
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires an entity
to disclose annually additional information related to the company's income tax rate reconciliation and income taxes paid during
the period. The guidance should be applied prospectively with the option to apply the standard retrospectively. The standard becomes
effective for the Company for full year 2025 reporting. The Company is currently evaluating the impact of this new standard on its consolidated
financial statements.

 Note
3 – Cash, Cash Equivalents, and Financial Instruments

 The
following table shows the Company's cash, cash equivalents, and marketable investment securities by significant investment category:

of Cash, Cash Equivalents and Marketable Investment Securities

 Adjusted Cost

 Allowance for Credit Losses

 Total Unrealized Gains / (Losses)

 Fair Value

 Cash and Cash Equivalents

 Marketable Investment Securities

 Cash

 $
 4,317,449

 $
 -

 $
 -

 $
 4,317,449

 $
 4,317,449

 $
 -

 Level 1:

 Money market funds

 -

 -

 -

 Subtotal

 -

 -

 -

 Level 2:

 U.S. treasury securities

 43,484,810

 -

 -

 Subtotal

 43,484,810

 -

 -

 Total

 $
 58,401,688

 $
 -

 $

 $
 58,548,388

 $
 14,916,878

 $

 Adjusted Cost

 Allowance for Credit Losses

 Total Unrealized Gains / (Losses)

 Fair Value

 Cash and Cash Equivalents

 Marketable Securities

 Cash

 $
 12,834,444

 $
 -

 $
 -

 $
 12,834,444

 $
 12,834,444

 $
 -

 Level 1:

 Money market funds

 -

 -

 -

 Subtotal

 -

 -

 -

 Level 2:

 U.S. treasury securities

 67,892,825

 -

 389,241

 68,282,066

 9,993,000

 Subtotal

 67,892,825

 -

 389,241

 68,282,066

 9,993,000

 Total

 $
 80,873,628

 $
 -

 $
 389,241

 $
 81,262,869

 $
 22,973,803

 $

 Marketable
investment securities held as of December 31, 2023 mature over the next 12 months.

 Note
4 – Fair Value Measurements

 The
Company measures and records certain financial assets and liabilities at fair value on a recurring basis. Fair value is based on the
price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date.

 The
following three levels of inputs are used to measure the fair value of financial assets and liabilities:

 Level
1: Quoted market prices in active markets for identical assets or liabilities.

 Level
2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

 Level
3: Unobservable inputs that are not corroborated by market data.

 The
following table summarizes the assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 and December
31, 2022, by level within the fair value hierarchy:

of Fair Value Assets and Liabilities

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 Assets:

 Cash equivalents

 $
 13,806,864

 $
 -

 $
 -

 $
 13,806,864

 Marketable securities (U.S. treasury bills and notes)

 -

 -

 Total assets measured at fair value

 $
 13,806,864

 $

 $
 -

 $
 57,438,374

 Liabilities:

 Contingent consideration - common stock

 $
 -

 $
 -

 $
 1,318,995

 $
 1,318,995

 Contingent consideration - warrants

 -

 -

 320,780

 320,780

 Total liabilities measured at fair value

 $
 -

 $
 -

 $
 1,639,775

 $
 1,639,775

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 Assets:

 Cash equivalents

 $
 186,667

 $
 9,993,000

 $
 -

 $
 10,179,667

 Marketable securities (U.S. treasury bills and notes)

 -

 -

 Total assets measured at fair value

 $
 186,667

 $
 68,282,066

 $
 -

 $
 68,468,733

 Liabilities:

 Contingent consideration - common stock

 $
 -

 $
 -

 $
 2,499,147

 $
 2,499,147

 Contingent consideration - warrants

 -

 -

 233,209

 233,209

 Total liabilities measured at fair value

 $
 -

 $
 -

 $
 2,732,356

 $
 2,732,356

 The
Company's financial instruments that are measured at fair value on a recurring basis consist of certificates of deposit and U.S.
treasury bills and notes as of December 31, 2023 and 2022, respectively.

 In
connection with prior year acquisitions, the Company recorded a liability for contingent consideration in the form of shares of common
stock and warrants to purchase common stock, both to be issued when certain milestones are achieved. The fair value of contingent consideration is calculated using a discounted probability
weighted valuation model. Discount rates used in such calculations are a significant assumption that are not observed in the market,
and therefore, the resulting fair value represents a Level 3 measurement.

 The
changes for Level 3 items measured at fair value on a recurring basis are as follows:

of Changes in the Fair Value Measurement

 Fair value as of December 31, 2022

 $
 2,732,356

 Change in fair value of contingent consideration issued for business acquisitions

 ( 1,092,581
)

 Fair value as of December 31, 2023

 $
 1,639,775

 The
fair value of the contingent consideration is based on the fair value of the contingent consideration-common stock and contingent consideration-warrants.
The fair value of the contingent consideration-common stock is equal to the probability-adjusted value of the Company's common
stock as of the valuation date. The fair value of the contingent consideration-warrants is equal to the probability adjusted value of
a call option with terms consistent with the terms of the warrants as of the valuation date. Prior to the probability adjustments, the
warrants were valued based on the following inputs:

of Contingent Consideration Common Stock and Warrants

 Stock price

 $
 1.33

 $
 2.52

 Strike price

 $
 9.13

 $
 9.13

 Volatility

 187.5
 %

 75.0
 %

 Risk-free rate

 4.0
 %

 4.1
 %

 Expected term (years)

 3.0

 4.0

 Fair
Value of Other Financial Instruments

 The
carrying amounts of certain financial instruments, including cash held in banks, accounts receivable, notes receivable, accounts payable,
accrued liabilities, and other liabilities approximate fair value due to their short-term maturities and are excluded from the fair value
tables above.

 Note
5 – Property and Equipment

 Property
and equipment, net consisted of the following:

of Property and Equipment

 Estimated

 December 31,

 Useful Lives in years

 2023

 2022

 Lab equipment

 3 - 5

 $
 4,545,908

 $
 3,574,730

 Leasehold improvements

 0 - 5

 548,648

 224,957

 Office equipment, furniture and other

 2 - 5

 173,668

 112,044

 Less accumulated depreciation and amortization

 ( 2,232,495
)

 ( 1,372,248
)

 Fixed assets, net

 $
 3,035,729

 $
 2,539,483

 Note
6 – Goodwill and Intangible Assets

represents the excess of purchase price and related costs over the value assigned to net tangible and identifiable intangible assets
acquired in business combinations. The following table presents the changes in the carrying amount of goodwill:

of Goodwill

 Balance as of December 31, 2021

 $
 14,706,818

 Measurement period adjustments

 681,728

 Goodwill impairment charges

 ( 15,388,546
)

 Balance as of December 31, 2022

 $
 -

 The
Company assesses goodwill for impairment at the reporting unit level on an annual basis, or whenever events or changes in circumstances
occur that indicate that the fair value of a reporting unit is below its carrying amount. The Company estimates the fair value of its
reporting unit by using forecasts of discounted future cash flows and peer market multiples. If the fair value is less than the carrying
value, impairment will be recognized in the amount by which the carrying value exceeds the fair value. The Company performed a qualitative
and quantitative goodwill impairment assessment as of December 31, 2022. Based on the impairment assessment performed the Company concluded
that it was more likely than not that the fair value of the Company's reporting unit was less than it's carrying amount.
Accordingly, the Company recorded an impairment charge to reduce the carrying value of goodwill to $ 0.

 Intangible
Assets, Net

 Intangible
assets, net consisted of the following:

 Schedule of Intangible Assets, Net

 Weighted-Average

 Gross

 Net

 Useful Life (1)

 Carrying

 Accumulated

 Carrying

 (in Years)

 Amortization

 In-process research and development

 Indefinite

 $
 26,101,000

 $
 -

 $
 26,101,000

 Non-competition agreements

 2.7

 1,094,000

 ( 791,333
)

 302,667

 Total intangible assets

 $
 27,195,000

 $
 ( 791,333
)

 $
 26,403,667

 Weighted-Average

 Gross

 Net

 Useful Life (1)

 Carrying

 Accumulated

 Carrying

 (in Years)

 Amortization

 In-process research and development

 Indefinite

 $
 26,101,000

 $
 -

 $
 26,101,000

 Non-competition agreements

 2.7

 1,094,000

 ( 426,667
)

 667,333

 Total intangible assets

 $
 27,195,000

 $
 ( 426,667
)

 $
 26,768,333

 (1)
 Based on weighted-average
useful life established as of the acquisition date.

 The
expected future annual amortization expense of the Company's intangible assets held as of December 31, 2023 is as follows:

of Future Amortization Expense

 Year Ending December 31,

 Amortization Expense

 2024

 302,667

 Total

 $
 302,667

 Note
7 - Accrued Expenses

 Accrued
expenses consisted of the following:

 Schedule of Accrued Expenses

 Payroll liabilities

 $
 1,643,186

 $
 428,354

 Distributor commissions

 9,958

 159,725

 Other accrued liabilities

 519,815

 346,368

 Total accrued expenses

 $
 2,172,959

 $
 934,447

 Note
8 – Revenue

 The
following table sets forth revenue by geographic area:

 Summary
of Revenue by Geographic Area

 2023

 2022

 2023

 2022

 United States

 Product revenue

 $
 659,618

 $
 24,671,554

 Grant revenue

 5,820,565

 -

 Total United States

 6,480,183

 24,671,554

 Rest of World

 Product revenue

 331,855

 9,546,655

 Grant revenue

 -

 -

 Total Rest of World

 331,855

 9,546,655

 Total

 $
 6,812,038

 $

 Revenue geographic area

 $
 6,812,038

 $

 Percentage of revenue by area:

 United States

 %

 %

 Rest of World

 %

 %

 Deferred
Revenue

 Changes
in the Company's deferred revenue balance for the year ended December 31, 2023 were as follows:

of Deferred Revenue

 Balance as of December 31, 2022

 $
 -

 Increase due to prepayments from customers

 32,570

 Increase due to grant funding awarded

 329,879

 Balance as of December, 2023

 $
 362,449

 Note
9 – Earnings per Share

 The
following table reconciles the numerator and the denominator used to calculate basic and diluted earnings per share for years ended December
31, 2023 and 2022:

of Basis and Diluted Earnings Per Share

 2023

 2022

 2023

 2022

 Numerator

 Net loss, as reported

 $
)

 $
)

 Denominator

 Weighted average shares, basic

 29,346,599

 31,479,028

 Dilutive effect of stock options, warrants and RSUs

 -

 -

 Shares used to compute diluted earnings per share

 29,346,599

 31,479,028

 Basic earnings per share

 $
 ( 1.20
)

 $
 ( 0.45
)

 Diluted earnings per share

 $
 ( 1.20
)

 $
 ( 0.45
)

 The
computation of diluted earnings per share for the years ended December 31, 2023 and December 31, 2022 also excludes approximately 1.4
million shares of common stock and approximately 465,000 warrants to purchase shares of common stock that are contingent upon the achievement
of certain milestones.

 As
a result of incurring a net loss for the years ended December 31, 2023 and 2022, respectively, no potentially dilutive securities are
included in the calculation of diluted earnings per share because such effect would be anti-dilutive. The Company had potentially dilutive
securities as of December 31, 2023, consisting of: (i) 2,618,362 restricted stock units and (ii) 512,112 options, and potentially dilutive
securities as of December 31, 2022, consisting of: (i) 1,443,238 restricted stock units and (ii) 50,000 options.

 Note
10 – Stock-Based Compensation

 Stock
Incentive Plans

 The
Company's board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc. Amended and Restated 2015 Long Term Incentive
Plan (the "Incentive Plan") providing for the issuance of stock-based incentive awards to employees, officers, consultants,
directors and independent contractors. On August 31, 2022 the shareholders approved an increase in the number of awards available for
issuance under the Incentive Plan to an aggregate of 12,000,000 shares of common stock. The number of awards available for issuance under
the Incentive Plan was 4,357,937 at December 31, 2023.

 Stock
Options

 The
following table summarizes option activity during the years ended December 31, 2023 and 2022:

of Option Activity

 Number of Options

 Weighted Average Exercise Price

 Weighted Average Fair Value

 Weighted Average Remaining Contractual Life (Years)

 Outstanding at December 31, 2021

 1,111,363

 $
 2.12

 $
 1.31

 -

 -

 -

 Expired

 -

 -

 -

 -

 -

 -

 Exercised

 ( 70,791
)

 1.10

 0.51

 Outstanding at December 31, 2022

 1,040,572

 $
 2.19

 $
 1.37

 5.88

 -

 -

 -

 Expired

 -

 -

 -

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding at December 31, 2023

 1,040,572

 $
 2.19

 $
 1.37

 4.89

 Exercisable at December 31, 2023

 1,040,572

 $
 2.19

 $
 1.37

 4.89

 The
total intrinsic value of options exercised during the years ended December 31, 2023 and 2022, respectively, was $ 0 and approximately
$ 0.4 million. The aggregate intrinsic value of outstanding options at December 31, 2023 and 2022 was approximately $ 0.2 million and $ 0.8
million, respectively. As of December 31, 2023, there were no unvested options and no unrecognized stock-based compensation expense related
to options.

 Restricted
Stock Units

 The
grant date fair value of RSUs granted is determined using the closing market price of the Company's common stock on the grant date
with the associated compensation expense amortized over the vesting period of the awards. The following table sets forth the outstanding
RSUs and related activity for the years ended December 31, 2023 and 2022:

of Outstanding Restricted Stock Units and Related Party

 Number of RSUs

 Weighted

 Average Grant Date Fair Value

 Unvested at December 31, 2021

 1,267,415

 $
 9.94

 1,925,476

 5.66

 Vested

 ( 725,166
)

 8.66

 ( 41,000
)

 8.31

 Unvested at December 31, 2022

 2,426,725

 $
 6.95

 1,948,750

 1.92

 Vested

 ( 1,354,081
)

 6.17

 ( 95,897
)

 6.16

 Unvested at December 31, 2023

 2,925,497

 $
 3.99

 As
of December 31, 2023, there was $ 9.5 million of unrecognized stock-based compensation expense related to outstanding RSUs which is expected
to be recognized over a weighted-average period of 1.7 years.

 Warrants

 The
Company has issued warrants related to financings, acquisitions and as compensation to third parties for services provided. The Company
estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes
the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant if granted for services.

 The
following table summarizes warrant activity during the years ended December 31, 2023 and 2022:

of Warrant Activity

 Number of Warrants

 Weighted Average Exercise

 Price

 Weighted Average Fair Value

 Weighted Average Remaining Contractual Life (Years)

 Outstanding at December 31, 2021

 526,281

 $
 8.15

 $
 4.01

 4.7

 Issued for adjustments to contingent purchase consideration

 8,719

 9.13

 1.88

 -

 -

 -

 Expired

 -

 -

 -

 -

 -

 -

 Exercised

 ( 50,000
)

 2.00

 1.22

 Outstanding at December 31, 2022

 485,000

 $
 8.81

 $
 2.43

 4.0

 -

 -

 -

 Expired

 -

 -

 -

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding at December 31, 2023

 485,000

 $
 8.81

 $
 1.29

 3.0

 The
intrinsic value of warrants exercised during the years ended December 31, 2023 and 2022, respectively, was $ 0 and approximately $ 0.3
million. The aggregate intrinsic value of outstanding warrants at December 31, 2023 was approximately $ 0.

 The
total number of warrants exercisable at December 31, 2023 is 20,000. The ability to exercise the approximately 465,000 warrants issued
in connection with acquisitions in prior years is contingent upon the achievement of certain development and revenue milestones on or
before January 1, 2027. There was no unrecognized stock-based compensation expense related to warrants.

 Stock-Based
Compensation Expense

 The
Company recognized stock-based compensation expense as follows:

of Recognized Stock-based Compensation Expense

 2023

 2022

 2023

 2022

 Cost of sales

 $
 46,586

 $
 63,058

 Sales and marketing

 2,153,974

 1,866,116

 General and administrative

 4,933,822

 4,050,967

 Research and development

 1,202,473

 1,563,082

 Total stock-based compensation expense

 $
 8,336,855

 $
 7,543,223

 Note
11 – Income Taxes

 The
components of the provision (benefit) for income taxes consists of the following for the years ended December 31, 2023 and
2022:

of Components Income Tax Provision

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Current:

 Federal

 $
 84,435

 $
 563,821

 State

 ( 540,240
)

 ( 266,248
)

 Total current

 $
 ( 455,805
)

 $
 297,573

 Deferred:

 Federal

 ( 7,228,611
)

 ( 3,945,090
)

 State

 ( 2,068,509
)

 ( 961,468
)

 Change in valuation allowance

 6,975,234

 -

 Total deferred

 ( 2,321,886
)

 ( 4,906,558
)

 Total income tax benefit

 $
 ( 2,777,691
)

 $
 ( 4,608,985
)

 A
reconciliation of income tax expense at the statutory federal income tax rate and income taxes as reflected in the financial statements
is as follows:

of Benefit from Income Taxes and Effective Tax Rates

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Federal income tax expense at statutory rate

 21.0
 %

 21.0
 %

 State income tax expense, net of federal tax benefit

 1.6
 %

 4.8
 %

 Permanent differences:

 - Foreign derived intangible income deduction

 0.0
 %

 1.4
 %

 - Stock based compensation

 - 3.5
 %

 - 3.6
 %

 - Contingent consideration remeasurement

 0.6
 %

 8.8
 %

 - Goodwill impairment

 0.0
 %

 - 17.1
 %

 - Other permanent differences

 - 0.2
 %

 - 0.6
 %

 Research and development credits

 4.6
 %

 11.1
 %

 Change in uncertain tax positions

 1.2
 %

 - 2.1
 %

 Change in valuation allowance

 - 18.3
 %

 0.0
 %

 Other

 0.3
 %

 0.8
 %

 Effective income tax rate

 7.3
 %

 24.5
 %

 Net
deferred tax liabilities consist of the following components as of December 31, 2023 and 2022:

of Deferred Tax Assets and Liabilities

 2023

 2022

 December 31,

 2023

 2022

 Deferred tax assets:

 Accrued liabilities

 $
 58,158

 $
 98,141

 Reserves and allowances

 734,631

 765,004

 Deferred compensation

 620,551

 566,076

 Section 174 costs

 7,337,629

 3,460,159

 Lease liability

 742,131

 85,899

 UNICAP

 43,943

 168,936

 Net operating loss carryforwards

 4,040,601

 -

 Research and development credits

 1,688,255

 -

 Total gross deferred tax assets

 15,265,899

 5,144,215

 Less valuation allowance

 ( 6,938,829
)

 -

 Total deferred tax assets

 8,327,070

 5,144,215

 Deferred tax liabilities:

 Property and equipment, net

 ( 672,416
)

 ( 609,261
)

 Intangibles, net

 ( 6,552,255
)

 ( 6,608,914
)

 Prepaids

 ( 329,768
)

 ( 156,053
)

 Right of use asset

 ( 736,226
)

 ( 91,873
)

 Other comprehensive income

 ( 36,405
)

 ( 96,101
)

 Other

 -

 -

 Total deferred tax liabilities

 ( 8,327,070
)

 ( 7,562,202
)

 Net deferred tax liability

 $
 -

 $
 ( 2,417,987
)

 At
December 31, 2023, the Company had federal net operating loss carryforwards of $ 16.3 million and federal research and development credit
carryforwards of $ 1.4 million. At December 31, 2023, the Company had state net operating loss carryforwards of $ 16.9 million and $ 0.8
million of state research and development credit carryforwards. If unused, the state research credit carryforward will expire in 2037.

 ASC
Topic 740-10-05 requires that the impact of a tax position be recognized in the financial statements if that position is more likely
than not of being sustained on audit, based on the technical merits of the position. Our unrecognized tax benefit balances included $ 1,078,431
at December 31, 2023 and $ 1,469,577 at December 31, 2022 of tax positions that, if recognized, would impact our effective tax rate. The
Company expects no material changes to the liability for unrecognized tax benefits in the next 12 months. Interest and penalties associated
with uncertain tax positions are recorded as a component of income tax expense. A reconciliation of the beginning and ending amount of
unrecognized benefits is as follows:

of Unrecognized Tax Benefits

 December 31,

 2023

 2022

 Unrecognized tax benefits at the beginning of the year

 $
 1,469,577

 $
 1,067,853

 Gross increases - current year tax positions

 273,569

 1,045,590

 Gross increases - prior year tax positions

 66,127

 34,035

 Gross decreases - prior year tax positions

 ( 730,842
)

 ( 677,901
)

 Unrecognized tax benefits at end of year

 $
 1,078,431

 $
 1,469,577

 Interest and penalties in year-end balance

 $
 100,162

 $
 34,035

 The
Company is subject to taxation in the United States and other state jurisdictions. The tax years from December 31, 2020 through December
31, 2023 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company
is subject. The Company is not currently under examination by any taxing authority.

 Note
12 – Commitments and Contingencies

 Lease
Obligations

 The
Company leases administrative, R&D, sales and marketing and manufacturing facilities under non-cancellable operating leases and leases
cancellable with one month notice. The Company expenses the cancelable leases in the period incurred in accordance with the practical
expedient elected. During the year December 31, 2023, the Company amended two operating leases to extend the lease term and entered into
two new operating leases. As a result, the Company recognized additional operating lease liabilities and corresponding operating right-of-use
assets of $ 3,203,146.

 For
the year ended December 31, 2023, components of lease expense are summarized as follows:

of Lease Expense

 Year Ended

 Operating lease costs

 $
 813,743

 Short-term lease costs

 198,261

 Total lease costs

 $
 1,012,004

 As
of December 31, 2023, the maturities of the Company's lease liabilities are as follows:

of Maturities on Company Lease Liabilities

 Year Ending

 December 31,

 2024

 $
 996,676

 2025

 1,018,383

 2026

 714,630

 2027

 300,591

 Thereafter

 308,462

 Total lease payments

 3,338,742

 Less: imputed interest

 348,175

 Present value of operating lease liabilities

 2,990,567

 Less: current portion

 838,387

 Long-term portion

 $
 2,152,180

 Other
information related to operating leases was as follows:

of Other Information Related to Operating Lease

 Year Ended

 Cash paid for operating leases included in operating cash flows

 $
 954,013

 Remaining lease term of operating leases

 3.7 years

 Discount rate of operating leases

 6.2
 %

 Litigation

 Liabilities
for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies
are expensed as incurred.

 The
Company is a defendant in two class action claims and three derivative actions claiming that the Company promulgated false and misleading
press releases to increase the price of our stock to improperly benefit the officers and directors of the Company. The plaintiffs demand
compensatory damages sustained as a result of the Company's alleged wrongdoing in an amount to be proven at trial. The Company
is also a party to two civil actions, one in the US and the other in the United Kingdom. Each of the civil actions is based on breach
of contract claims against the Company. The Company believes these lawsuits are without merit and intends to defend the cases vigorously.
The Company is unable to estimate a range of loss, if any, that could result were there to be an adverse final decision in these cases.
As of the date of this report, the Company does not believe it is probable that these cases will result in an unfavorable outcome; however,
if an unfavorable outcome were to occur in these cases, it is possible that the impact could be material to the Company's results
of operations in the period(s) in which any such outcome becomes probable and estimable.

 Note
13 – Share Repurchase Program

 In
March 2022, the Company's board of directors authorized a share repurchase program that would allow the Company to repurchase up
to $ 30.0 million of CODX common stock. The repurchase program does not obligate the Company to acquire any particular number of common
shares, and the repurchase program may be suspended or discontinued at any time at the Company's discretion. The timing and amount
of any share repurchases under the share repurchase program will be determined by Co-Diagnostics' management at its discretion
based on ongoing assessments of the capital needs of the business, the market price of the Company's common stock, corporate and
regulatory requirements, and general market conditions.

 For
accounting purposes, common stock repurchased under the stock repurchase program is recorded based upon the transaction date of the applicable
trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered
issued but not outstanding. The following table shows the changes in treasury stock for the periods presented:

of Treasury Stock

 Year Ended

 Balance, beginning of period

 3,881,658

 Repurchases of common stock

 967,020

 Balance, end of period

 4,848,678

 Note 14 – Related Party Transactions

 The Company employs one person who is related to
current or former executive officers. Seth Egan is the Company's Director of Sales and Marketing, and is the son of Dwight
Egan, the Company's President and Chief Executive Officer and Chairman of the Board. During the year ended December 31, 2023,
the total compensation paid to this person, including salaries, bonuses, and the grant date fair value of equity awards which vest
over three
years, was $ 0.6
million. The Company also uses the services of Winston Egan as an independent contractor for sales operations consulting.
Winston Egan is also the son of Dwight Egan, the Company's President and Chief Executive Officer and Chairman of the Board.
During the year ended December 31, 2023, the total compensation paid to this contractor, comprised of consulting fees, was $ 0.1
million.

 In August 2023, the Company entered into a
services agreement with CoSara, the Company's equity method investment, under which CoSara provides certain research and
development consulting and support services. During the year ended December 31, 2023, the Company recognized $ 0.2 million
of expense related to this agreement.

 Note
15 – Subsequent Events

 None.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
maintain a set of disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in rules and forms adopted by the SEC. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial
officers, as appropriate to allow timely decisions regarding required disclosure.

 Our
management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2023. Based on the evaluation, management has concluded that our disclosure controls
and procedures are effective as of December 31, 2023 to provide reasonable assurance regarding the reliability of
our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally
accepted accounting principles.

 Changes
in Internal Control Over Financial Reporting

 There
have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a- 15(f)
and 15d-15(f) under the Exchange Act) during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act). Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of our internal control over financial reporting as of December 31, 2023. In making its evaluation, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated
Framework (2013).

 Based
on this evaluation, management determined that our internal control over financial reporting was effective as of December 31, 2023.

 This
Annual Report does not include an attestation report by our independent registered public accounting firm regarding internal control
over financial reporting since we are a non-accelerated filer. Management's report was not subject to attestation by our registered
public accounting firm pursuant to rules of the SEC that permit non-accelerated filers to provide only management's report in the
10-K.

 Inherent
Limitations on Effectiveness of Controls

 Our
management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and
internal control over financial reporting are intended to be designed to provide reasonable assurance of achieving their objectives.
However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting
will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty,
and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts
of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed
in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost–effective
control system, misstatements due to error or fraud may occur and not be detected.

 ITEM
9B. OTHER INFORMATION

 During the three months ended December 31, 2023, none of our directors
or officers adopted or terminated a "Rule 10-b5-1 trading arrangement" or "non-Rule 10-b5-1 trading arrangement"
as each term is identified in Item 408 of Regulation S-K.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 The
following table sets forth the names, ages and positions of our executive officers and directors as of March 12, 2024. The following
is information on the business experience of each director and executive officer now serving and a discussion of the qualifications,
attributes and skills that led to the board of directors' conclusion that each one is qualified to serve as a director or as an
executive officer as the case may be. Executive officers serve at the discretion of the board of directors.

 Name

 Age

 Position

 Egan

 Chief
 Executive Officer, President and Chairman of the Board

 Brian
 Brown

 Chief
 Financial Officer and Secretary

 James

 Serbin

 The
following is a brief summary of the background of each of our executive officers.

Egan serves as our President and Chief Executive Officer and has been an officer and director of the Company since April 2013. Mr.
Egan has been engaged in private investment business from February 1999 to the present. He was a senior executive at Data Broadcasting
Corporation, a leading provider of wireless, real-time financial market data, news and sophisticated fixed- income portfolio analytics
to 27,000 individual and professional investors from 1995 to 1999. He co-founded and served as CEO and Chairman of the Board of Broadcast
International, Inc. from 1984 to 1995, when Data Broadcasting Corporation acquired Broadcast International and created CBS MarketWatch,
a leading financial news site and participated in its initial public offering. Mr. Egan's prior experience in executive leadership
positions with public companies and working with capital markets qualifies him to serve as our Chairman, President and Chief Executive
Officer.

 Brian
Brown became our Chief Financial Officer in February 2021. From July 2020 until February 2021, Mr. Brown served as the Chief Financial
Officer of A-Core Concrete Cutting, Inc. where his duties included overseeing the company's accounting and finance departments,
mergers and acquisitions and responsibility for financial forecasting and budgeting. From January 2020 to July 2020, Mr. Brown was an
independent consultant. From August 2019 to December 2019, Mr. Brown served as the Vice President of Accounting, Treasury and Investor
Relations at Sportsman's Warehouse Holdings, Inc., a public company reporting on Nasdaq Global Select under the symbol SPWH, where
his duties included overseeing the company's accounting, treasury and investor relations departments, preparing the company's
annual, quarterly and current reports with the SEC, overseeing all aspects of the company's annual audit, including, but not limited
to, the preparation and review of audit support schedules, preparation of financial statements and footnotes, and providing support to
the company's independent auditors. From October 2009 to August 2019, Mr. Brown served as the Director of Finance of Sportsman's
Warehouse Holdings, Inc. where he assisted with the company's initial public offering in April 2014 as well as effecting private
and secondary public offerings, acquisitions of a group of retail stores and preparing the company's periodic and current reports
with the SEC and complying with the Sarbanes Oxley Act. From May 2005 to October 2009, Mr. Brown served as the Corporate Controller of
Franklin Covey Products where he developed and maintained the company's internal controls over financial reporting structure in
accordance with the control standards required under Section 404 of the Sarbanes Oxley Act. From July 2001 to May 2005, Mr. Brown served
as an Assurance Senior at KPMG, LLP where he provided audit services to various clients in multiple industries. Mr. Brown holds a Bachelor
of Arts in Accounting and Masters of Professional Accountancy from the University of Utah. Mr. Brown is a licensed CPA in Utah.

 The
following is a brief summary of the background of each of our directors:

Durenard has been a member of our board of directors since June 2019. Dr. Durenard is the Founder and CEO of Hyperbolic Holdings,
a Swiss-based holding, management consulting and strategy advisory company specialized in healthcare. For the last 7 years he has been working with family offices on direct investments
and philanthropy focused on life sciences. He serves on the advisory board of several private companies in the biotech and MedTech sectors.
After an initial career in proprietary research and trading at Salomon Brothers and Credit Suisse in London, he co-founded Orion Investment
Management in Bermuda specializing in quantitative asset and liability management for institutions and private clients. He subsequently
sold it to Capital G Bank and co-headed their asset management. Dr. Durenard spent several years establishing personal connections with
representatives of 40+ clusters of life science innovation, families operating healthcare businesses and industry leaders globally. He
regularly visits labs and incubators, meets with leading scientists and innovators in order to keep abreast of current trends and developments.
His advice is based on a thorough analysis that combines in-depth knowledge of science, competitive forces and financial expertise. He
has published several articles in asset-liability management industry magazines as well as the book "Professional Automated Trading
— Theory and Practice" (Wiley 2013). He has a PhD in Mathematics from Harvard University. Dr. Durenard brings a thorough
multi-asset class investment and entrepreneurial experience spanning 25 years to the Company's board of directors.

 James
Nelson has been a member of our board of directors
since June 2019. Mr. Nelson is the retired Chairman and CEO of Sunworks, Inc., a NASDAQ traded
commercial, agriculture, and residential solar Integrator which he helped found in October 2010. Mr. Nelson spent most of his career
working in private equity as a general partner with Peterson Partners and with Millennial Capital Partners. In addition to his investment
and financial responsibilities, he served as CEO of two of his firms' portfolio companies. Prior to his years in private equity,
Mr. Nelson served as Vice President of Marketing at Banana Republic, where he managed company-wide marketing, as well as the company's
international expansion initiative. He was also general manager for Banana Republic's catalog division. He was Vice President of
Marketing and Corporate Development at Saga Corporation, a multi-billion-dollar food service company. Mr. Nelson began his executive
career over 35 years ago at Bain and Company, a business strategy consulting firm, where he managed teams of consultants on four continents.
Mr. Nelson received his MBA from Brigham Young University, where he graduated summa cum laude and was named the Outstanding Master of
Business Administration Graduate. Mr. Nelson's advice to the board of directors from his experiences as a chief executive officer
and strategic advisor is useful to the board of directors.

Serbin has been a member of our board of directors since May 2017. Mr. Serbin currently serves as a consultant to many companies
in the healthcare industry. He was the President of Corporate Development and In-House Legal Counsel at Life Science Institute, LLC,
from June 1, 2013 to July 15, 2014. He was appointed to the Advisory Board of Cure Pharmaceutical in January 2017 and has been a Member
of Advisory Board at Prime Access, Inc. since September 2015. Mr. Serbin has been a Director at Rapid Nutrition Plc since November 18,
2014. He served as Director at Viropro Inc. from May 2013 to June 2014. He was Head of Business Advisory Board at Mazal Plant Pharmaceuticals
Inc. from October 2006 to September 2007 and also served as its Member of Business Advisory Board. He served as Chief Executive Officer
of Optigenex Inc. from July 2002 to September 15, 2005 and a director from July 2004 to September 2005. From January 1999 until July
2002 Mr. Serbin served as a consultant to various pharmaceutical companies. He served as the President of Bradley Pharmaceuticals. He
served as Vice President of Corporate Development at Ortho Pharmaceuticals, a Johnson & Johnson subsidiary, and practiced Patent
and FDA law at Revlon Johnson & Johnson and Schering-Plough. He served as Patent Attorney for Schering Plough Corporation and Chief
FDA Counsel for Revlon Corporation and Johnson and Johnson Corporation. Subsequently, he worked at Revlon Corporation, as its Chief Food,
Drug and Cosmetic Counsel. He founded Radius Scientific Corporation. He was J&J's Vice President of Corporate Development,
and later led a successful public offering venture based on technology developed at Stanford Medical School. Mr. Serbin spent a large
portion of his career focusing on international markets and clients. While at J&J, Mr. Serbin served on the board of directors of
16 US and international subsidiary companies, including Ethicon, Ortho, J&J Consumer Products, Pittman-Moore, Mc Neil, and J&J
Development Corporation. He worked on multiple international acquisitions and strategic relationships, and sat on the board of directors
of several of its international subsidiaries, including those in India, Hong Kong, Japan, Taiwan, Germany, and England. Mr. Serbin has
a B.S. and a B. Pharmacy from Rutgers University and Rutgers University College of Pharmacy, a J.D. degree from Seton Hall Law School
and a Master's Degree in Trade Regulations and Law from NYU Law School. Mr. Serbin's experience in business, law and medicine
and knowledge gained as an advisor to the healthcare industry is critical to our board of directors as we continue to commercialize our
products.

Murphy has been a member of our board of directors since June 2019. Since December 1999, Mr. Murphy has served as a senior vice president
and a partner of Dover Investments Ltd., a private investment firm. Throughout his career, Mr. Murphy's duties have included investment
analysis of various types of investment projects in real estate and financial services. Currently, Mr. Murphy serves on the board of
directors of several Canadian publicly reporting companies that have interests in various industries. He has been a Director at Empire
Minerals Corporation Inc. since January 2016, at Digicrypts Blockchain Solutions Inc. from June 2011 to November 2022, at Lakefield Marketing
Corporation since February 2018, CEO/CFO and Director of Credo Resources Inc. since September 2019, at the Mosport Park Entertainment
Corporation since April 30, 1997, at Essex Oil Ltd. Since July 2021, and at Darkhorse Technologies Ltd. Since November 2021. He served
as a Director at Aurquest Resources from May 2003 to December 2017. Mr. Murphy's experience in the capital markets outside the
United States and his involvement in investment analysis is a benefit to the board of directors.

Egan – See narrative description above.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, none of our directors or executive officers has been involved in any bankruptcy or criminal proceedings (other
than traffic and other minor offenses) or been subject to any of the items set forth under Item 401(f) of Regulation S-K, nor have there
been any judgments or injunctions brought against any of our directors or executive officers during the last ten years that we consider
material to the evaluation of the ability and integrity of any director or executive officer.

 Board
and Committee Matters

 Our
board of directors has five members. The Chairman of the Board and our Chief Executive Officer, Dwight Egan, is a member of the board
and is a full-time employee of the Company. Eugene Durenard, Edward Murphy, James Nelson and Richard Serbin are non-employee directors,
and the board has determined that these persons (who constitute a majority of the board) are "independent directors" under
the criteria set forth in Rule 5605(a)(2) of the Nasdaq Listing Rules. The board met nine times during the year ended December 31, 2023.
All directors attended more than seventy-five percent (75%) of the meetings of the board and committee meetings of which such director
was a member held during 2023.

 We
maintain an audit committee of the board, a compensation committee of the board, a corporate governance committee of the board and a
nominating committee of the board, each of which is discussed below. Our board of directors may from time to time establish other standing
committees. In addition, from time to time, special committees may be established under the direction of our board of directors when
necessary to address specific issues.

 The
following table sets forth a description of the four permanent board committees and the chairpersons and members of those committees,
all of whom are independent directors:

 Independent
 Chairperson

 Independent
 Members

 Audit

 James

 S. Serbin

 Compensation

 S. Serbin

 James

 Governance

 James

 S. Serbin

 Nominating

 James

 S. Serbin

 Audit
Committee and Financial Expert

 Our
audit committee currently is comprised of Messrs. Durenard, Nelson, Murphy and Serbin with Mr. Durenard serving as chairperson of the
audit committee. The functions of the audit committee include engaging an independent registered public accounting firm to audit our
annual financial statements, reviewing the independence of our auditors, the financial statements and the auditors' report, and
reviewing management's administration of our system of internal control over financial reporting and disclosure controls and procedures.
The board of directors has adopted a written audit committee charter. A current copy of the audit committee charter is available to security
holders on our website at www.codiagnostics.com. Our board has determined that all our directors that are serving on the audit committee
are "independent" under the definition of independence in the Marketplace rules of the NASDAQ listing standards. The Audit
Committee met four times during the year ended December 31, 2023. All committee members attended more than seventy-five percent (75%)
of the meetings of the Audit Committee held during 2023.

 Our
board of directors has determined that Mr. Durenard meets the requirements of an "audit committee financial expert" as defined
in applicable SEC regulations.

 Compensation

 Our
compensation committee currently includes Messrs. Serbin, Nelson, Murphy and Durenard with Mr. Serbin serving as chairperson of the compensation
committee. The functions of the compensation committee include reviewing and approving corporate goals relevant to compensation for executive
officers, evaluating the effectiveness of our compensation practices, evaluating and approving the compensation of our chief executive
officer and other executives, recommending compensation for board members, and reviewing and making recommendations regarding incentive
compensation and other employee benefit plans. The board of directors has adopted a written compensation committee charter. A current
copy of the compensation committee charter is available to shareholders on our website at www.codiagnostics.com. Our board has determined
that all of our directors serving on the compensation committee are "independent" under the definition of independence in
the Marketplace Rules of the NASDAQ listing standards. The Compensation Committee met two times as a separate committee in 2023.

 Corporate
Governance Committee

 Our
Corporate Governance Committee currently includes Messrs. Nelson, Murphy, Durenard and Serbin with Mr. Nelson serving as chairperson
of the Corporate Governance Committee. Among other items, the committee is tasked by the board of directors to develop and recommend
to the board the Corporate Governance Guidelines of the Company and oversee compliance therewith. A current copy of the Corporate Governance committee charter is available
to shareholders on our website at www.codiagnostics.com. Our board has determined all directors serving on the Corporate Governance committee
are "independent" under the definition of independence in the Marketplace Rules of the NASDAQ listing standards. The Corporate
Governance Committee did not meet as a separate committee in 2023, but rather, because the committee is comprised of all four independent
directors, committee matters were addressed as necessary in meetings of the board the year ended December 31, 2023.

 Nominating

 Our
Nominating Committee was split from the Corporate Governance Committee in 2022 and currently includes Messrs. Nelson, Murphy, Durenard
and Serbin with Mr. Murphy serving as chairperson of the Nominating Committee. The Nominating Committee has been established by the board,
among other things to: assist the board in effecting board organization, membership and function including identifying qualified board
nominees; assist the board in effecting the organization, membership and function of board committees including the composition of board
committees and recommending qualified candidates therefor; evaluate and provide successor planning for the Chief Executive Officer and
other executive officers; and develop criteria for board membership, such as independence, term limits, age limits and ability of former
employees to serve on the board and the evaluation of candidates' qualifications for nominations to the board and its committees
as well as removal therefrom. The Nominating Committee did not meet as a separate committee in 2023, but rather, because the committee
is comprised of all four independent directors, committee matters were addressed as necessary in meetings of the board for the year ended
December 31, 2023.

 Board
Nominations

 In
considering board candidates, the board seeks individuals of proven judgment and competence who have strong reputations in their respective
fields. Although we do not have a formal diversity policy, the board considers such factors as experience, education, employment history,
special talents or personal attributes, anticipated participation in board activities, and geographic and diversity factors. The process
for identifying and evaluating nominees would include detailed consideration of the recommendations and opinions of members of our board,
our executive officers, and our stockholders. There would be no difference in the process of evaluation of candidates recommended by
a stockholder and those recommended by other sources.

 Our
Amended and Restated Bylaws (the "Bylaws") set forth procedures for shareholders to recommend nominees to the Company's
board. Nominations of persons for election to the board of directors to be considered by the stockholders may be made at an annual meeting
of stockholders (i) pursuant to the Company's notice of meeting, (ii) by or at the direction of the board of directors, or (iii)
by any stockholder of the Company who (A) was a stockholder of record at the time of giving of the notice, (B) is entitled to vote with
respect to such matter at the meeting, and (C) complies with the notice procedures set forth in the Bylaws.

 The
following is a summary of key provisions from our Bylaws. For nominations to be properly brought before an annual meeting by a stockholder,
the stockholder making such nominations must have given timely notice in writing to the secretary of the Company. To be timely, a stockholder's
notice shall be delivered to the secretary at the principal executive offices of the Company not later than the close of business on
the 7 5t h day nor earlier than the close of business on the 12 5t h day prior to the first anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not later than the close of
business on the later of (x) t he 75th day prior to the scheduled date of such annual meeting or (y) the 15th day following
the day on which public announcement of the date of such meeting is first made by the Company. To be in proper form, a stockholder's
notice to the secretary must: set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (A) the name and address of such stockholder, as they appear on the Company's books, and of such
beneficial owner, if any, (B) the class or series and number of shares of the Company that are, directly or indirectly, owned beneficially
and of record by such stockholder and such beneficial owner, if any, as of the date of such notice, and (C) any other information relating
to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested
election pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
(the "Exchange Act"). In addition, shareholders who intend to solicit proxies in support of director nominees other than
the company's nominees must also comply with the additional requirements of Rule 14a-19(b).

 The
notice shall set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director
(A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to
be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange
Act (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if
elected) and (B) a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings
during the past three years, and any other relationships, between or among such stockholder and beneficial owner, if any, and their respective
affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective
affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that
would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and
any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert
therewith, were the "registrant" for purposes of such rule and the nominee were a director or executive officer of such registrant;
and with respect to each nominee for election or reelection to the board of directors, include the completed and signed questionnaire,
representation, and agreement required by the Bylaws. The Company may require any proposed nominee to furnish such other information
as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director
of the Company or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such
nominee.

 Communication
with the Board

 We
have not, to date, developed a formal process for shareholder communications with the board of directors. We believe our current informal
process, in which any communication sent to the board of directors, either generally or in care of the chief executive officer, secretary
or other corporate officer or director, is forwarded to all members of the board of directors, has served the board's and the shareholders'
needs.

 Conflicts
of Interests

 On
an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure
of any transactions with our company, including related person transactions reportable under SEC rules, in which the director or executive
officer, or any member of his or her immediate family, have a direct or indirect material interest. Under our company's standards
of conduct for employees, all employees, including the executive officers, are expected to avoid conflicts of interest. Pursuant to our
code of ethics for the chief executive officer and senior finance officers (as discussed below), such officers are prohibited from engaging
in any conflict of interest unless a specific exception has been granted by the board. All of our directors are subject to general fiduciary
standards to act in the best interests of our company and our shareholders. Conflicts of interest involving an executive officer or a
director are generally resolved by the board.

 Role
of the Board in Risk Oversight

 Risk
is inherent with every business, and how well a business manages risk can ultimately determine its success. Management is responsible
for the day-to-day management of the risks that we face, while our board of directors, as a whole and through its committees, has responsibility
for the oversight of risk management. In its risk oversight role, our board of directors is responsible for satisfying itself that the
risk management processes designed and implemented by management are adequate and functioning as designed.

 Our
board of directors does not have a standing risk management committee, but rather administers this oversight function directly through
our board of directors as a whole, as well as through various standing committees of the board of directors that address risks inherent
in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk
exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to
consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures,
including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also
monitors oversight of the performance of our internal audit function. Our Corporate Governance Committee monitors the effectiveness of
our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct.
Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage
excessive risk-taking or promote behaviors contra to our Code of Business Conduct. Our Nominating Committee assesses and monitors the
effectiveness of the board and its committees and evaluates board members and nominees for election to the board and succession planning
for the CEO and other executive officers.

 Code
of Ethics

 We
have adopted a code of ethics for our principal executive officer, principal financial officer, controller, or persons performing similar
functions. A copy of the code of ethics is included on our website at www.codiagnostics.com.

 Family
Relationships

 There
are no family relationships among our directors and executive officers.

 ITEM
11. EXECUTIVE COMPENSATION

 We
are a "smaller reporting company" as defined in the rules and regulations of the SEC. As a smaller reporting company, we
may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies
that are not smaller reporting companies. Accordingly, this Report includes reduced disclosure about our executive compensation arrangements.

 Summary
Compensation Table

 The
table below summarizes the total compensation paid or earned by each of the named executive officers in their respective capacities for
the fiscal years ended December 31, 2023 and 2022. We have omitted in this report certain columns otherwise required to be included because
there was no compensation made with respect to such columns, as permitted by applicable SEC regulations.

 Name and Principal Position

 Year

 Salary

 Bonus (1)

 Stock Awards (2)

 All Other Comp

 Total Compensation

 Dwight Egan President & Chief Executive Officer

 2023

 $
 375,000

 $
 40,750

 $
 845,550

 $
 -

 $
 1,261,300

 2022

 $
 366,146

 $
 146,245

 $
 1,454,750

 $
 -

 $
 1,967,141

 Brian Brown Chief Financial Officer and Secretary

 2023

 $
 306,923

 $
 32,000

 $
 701,550

 $
 -

 $
 1,040,473

 2022

 $
 280,875

 $
 106,647

 $
 1,190,250

 $
 -

 $
 1,577,772

 (1)

 Bonuses
 for the year ended December 31, 2023 include accrued bonus payments of $20,750 to Mr. Egan and $17,000 to Mr. Brown that were paid
 in January 2024.

 (2)

 The
 amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted under
 our 2015 Plan as computed in accordance with FASB ASC Topic 718. Note that the amounts reported in this column reflect the accounting
 value for these equity awards and do not correspond to the actual economic value that may be received from the equity awards as the
 RSUs vest over three years.

 Narrative
Disclosure to Summary Compensation Table: We do not have written employment agreements with any of our executive officers. All of
our executive officers serve on an at-will basis. The base salaries for our named executive officers were determined by our compensation
committee after reviewing a number of factors, including: the responsibilities associated with the position, the seniority of the executive's
position, the base salary level in prior years, and our financial position; and for executive officers other than our Chief Executive
Officer, recommendations made by our Chief Executive Officer. By utilizing a combination of objective and subjective performance factors
critical to our success, the board will award cash bonuses intended to incentivize our executive officers to achieve results that benefit
them and the Company. Performance factors include the achievement of predetermined financial performance objectives, adherence to financial
discipline measures and achievement of business development, product development and long-term business stability. The board may modify
or re-weight the objectives during the course of the fiscal year, if necessary, to reflect changes in our business plan.

 Outstanding
Equity Awards at Fiscal Year-End 2023

 The
following table contains certain information concerning outstanding equity awards for the Named Executive Officers as of December 31,
2023.

 Option Awards

 Stock Awards

 Number of Securities
 Underlying Unexercised
 Options (#)

 Option
 Exercise

 Option
 Expiration

 Number of Shares or Units of Stock That Have Not Vested

 Market Value of Shares or Units of Stock That Have Not Vested

 Number of Unearned Shares, Units or Other Rights That Have Not Vested

 Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

 Name

 Exercisable

 Unexercisable

 Price

 Date

 (#)

 ($) (1)

 (#)

 ($)

 Dwight Egan

 50,000

 -

 $
 2.63

 09/20/28

 -

 -

 -

 -

 50,000

 -

 $
 1.10

 09/02/29

 -

 -

 -

 -

 -

 -

 -

 -

 20,833
 (2)

 $
 27,708

 -

 -

 -

 -

 -

 -

 137,500
 (3)

 $
 182,875

 -

 -

 -

 -

 -

 -

 103,333
 (4)

 $
 137,433

 -

 -

 -

 -

 -

 -

 229,167
 (5)

 $
 304,792

 -

 -

 Brian Brown

 -

 -

 -

 -

 16,667
 (2)

 $
 22,167

 -

 -

 -

 -

 -

 -

 112,500
 (3)

 $
 149,625

 -

 -

 -

 -

 -

 86,667
 (4)

 $
 115,267

 -

 -

 -

 -

 -

 187,500
 (5)

 $
 249,375

 -

 -

 (1)
Based on $1.33 per share, which was the closing price of our common stock on December 31, 2023.

 (2)
Consists of restricted stock units granted on 8/12/2021, which vest in 6 installments commencing on 11/23/2021 and continuing every six
months thereafter.

 (3)
Consists of restricted stock units granted on 6/6/2022, which vest in 6 installments commencing on 11/23/2022 and continuing every six
months thereafter.

 (4)
Consists of restricted stock units granted on 1/13/2023, which vest in 6 installments commencing on 5/23/2023 and continuing every six
months thereafter.

 (5)
Consists of restricted stock units granted on 5/15/2023, which vest in 6 installments commencing on 11/23/2023 and continuing every six
months thereafter.

 Potential
Payments Upon Termination or Change of Control

 At
the recommendation of the compensation committee of the board of directors, the Board approved the Co-Diagnostics, Inc. Change in Control
Severance Plan (the "Plan"). The Plan provides severance benefits to a select group of designated management or highly compensated
participants in the event their employment or affiliation with the Company or an affiliate is terminated due to a change in control (as
defined in the Plan). Participants entitled to benefits under the Plan are designated from time-to-time by the Compensation Committee
pursuant to the terms of an "Award Notice," the form of which is appended to the Plan. The Award Notice identifies the eligible
participant and the Severance Multiplier (as defined in the Plan) to which the participant is entitled. The Compensation Committee approved
participation in the Plan for certain executives of the Company, including the Company's CEO, Dwight Egan, with a Severance Multiplier
of three times his severance benefit and the Company's CFO, Brian Brown, with a Severance Multiplier of two times his severance
benefit.

 Under
the Plan, if a participant's employment or affiliation is terminated without "cause" or by the participant for "good
reason" (each, as defined in the Plan) during the two-year period following a change in control, a participant will be entitled
to a severance benefit equal to the participant's Severance Multiplier as set forth in the participant's Award Notice, times
the sum of: (i) the participant's annual base salary; and (ii) the greater of the participant's target bonus or the average
of the three highest actual annual cash bonuses paid to participant over the five preceding completed years.

 The
participant's receipt of any of the payments or benefits is subject to the participant's delivery to the Company of a separation
agreement of the type that are ordinarily entered into in similar situations, in a form acceptable to the Company, in its sole discretion,
which separation agreement may include a requirement for the participant to remain in the employ or service of the Company for a reasonable
period of time after completion of the Change in Control transaction to assist in any transition activities for which participant's
services would be required.

Compensation

 We
use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on its board of
directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties
as well as the skill level required by our members of the board.

 The
table below summarizes the compensation paid or accrued by us to each of our non-employee directors for the fiscal year ended December
31, 2023.

 Name

 Fees Earned or
 Paid in Cash

 Stock Awards:
 Value of Restricted
 Stock Units (1)

 Total

 Richard Serbin (2)

 $

 $
 198,000

 $
 298,000

 James Nelson (3)

 $

 $
 198,000

 $
 298,000

 Edward Murphy (4)

 $

 $
 198,000

 $
 298,000

 Eugene Durenard (5)

 $

 $
 198,000

 $
 298,000

 (1)

 The
 amounts reported in this column represent the aggregate grant date fair value of the restricted stock units, or RSUs, granted under
 our 2015 Plan as computed in accordance with FASB ASC Topic 718. Note that the amounts reported in this column reflect the accounting
 value for these equity awards and do not correspond to the actual economic value that may be received from the equity awards. The
 RSUs vested immediately upon grant.

 (2)

 As
 of December 31, 2023, Mr. Serbin had 120,000 RSU awards outstanding.

 (3)

 As
 of December 31, 2023, Mr. Nelson had 120,000 RSU awards outstanding.

 (4)

 As
 of December 31, 2023, Mr. Murphy had 120,000 RSU awards outstanding.

 (5)

 As
 of December 31, 2023, Mr. Durenard had 120,000 RSU awards outstanding.

 Our
non-employee directors receive cash compensation of $100,000 per year, paid quarterly. In 2022, they also received 70,000 RSU's
vesting 1/6 th equally in May 2023, 2024, and 2025 and November 2023, 2024 and 2025. In 2023, they also received 40,000 RSU's
vesting 1/6 th equally in November 2022, 2023, and 2024 and May 2023, 2024, and 2025, as well as 70,000 RSU's vesting
1/6 th equally in November 2023, 2024 and 2025 and May 2024, 2025 and 2026. In addition, non-employee directors may be entitled
to receive special awards of stock options or RSUs from time to time as determined by the board. The chairman of the board and the chairperson
of each of the audit, corporate governance, nomination, and compensation committees receive no additional fees for serving in such capacities.
There is no additional compensation for meeting attendance. Directors who are employees of the Company receive no additional compensation
for serving as directors. All stock options granted to outside directors are immediately exercisable and expire ten years from the date
of grant or 30 days after the date they cease to be directors. Directors are reimbursed for ordinary expenses incurred in connection
with attending board and committee meetings.

 Equity
Incentive Plans

 Under
our Amended and Restated 2015 Long-term Incentive Plan (the "2015 Plan"), the board of directors may issue incentive stock-based
awards to employees, directors and consultants of the company. Options awarded generally expire ten years after being granted. Any stock-based
awards granted vest in accordance with the vesting schedule determined by the board of directors. Should an employee's director's
or consultant's relationship with the company terminate before the vesting period is completed, the unvested portion of each grant
is forfeited. We continue to maintain and grant awards under the 2015 Plan which will remain in effect until its expiration by its terms.

 The
purpose of our incentive plan is to advance the interests of our stockholders by enhancing our ability to attract, retain and motivate
persons who are expected to make important contributions to the company by providing them with both equity ownership opportunities and
performance-based incentives intended to align their interests with those of our stockholders. These plans are designed to provide us
with flexibility to select from among various equity-based compensation methods, and to be able to address changing accounting and tax
rules and corporate governance practices by optimally utilizing stock-based awards.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information, as of March 12, 2024, with respect to the holdings of (1) each person who is the beneficial
owner of more than 5% of our Common Stock, (2) each of our directors, (3) each named executive officer, and (4) all of our current directors
and executive officers as a group.

 Beneficial
ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares
of common stock over which a person exercises sole or shared voting or investment power, or of which a person has a right to acquire
ownership at any time within 60 days of March 12, 2024. Applicable percentage ownership in the following table is based on 31,259,668
shares of common stock plus, for each individual, any securities that individual has the right to acquire within 60 days of March 12,
2024.

 The
information in the table below is based on information known to us or ascertained by us from public filings made by the stockholders.
Except as otherwise indicated in the table below, addresses of the director, executive officers and named beneficial owners are in care
of Co-Diagnostics, Inc., 2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109.

 Number of Shares Beneficially Owned

 Percentage
 of Class (1)

 5% Stockholders

 Vanguard Group (1)

 1,781,283

 5.7
 %

 Named Executive Officers and Directors

 Dwight Egan (2)

 370,881

 *

 Brian Brown

 213,220

 *

 Edward Murphy (3)

 147,500

 *

 Eugene Durenard

 85,000

 *

 James Nelson (4)

 135,000

 *

 Richard Serbin (5)

 107,945

 *

 All Directors and Executive Officers as a Group (6 persons)

 1,059,546

 3.3
 %

 *Represents
beneficial ownership of less than 1%.

 (1)

 Information
 obtained from Schedule 13G/A filed with the SEC on February 13, 2024. Vanguard Group has an address of 100 Vanguard Blvd, Malvern,
 PA, 19355.

 (2)

 exercisable options to acquire 100,000 shares of common stock.

 (3)

 exercisable options to acquire 50,000 shares of common stock.

 (4)

 exercisable options to acquire 50,000 shares of common stock.

 (5)

 exercisable options to acquire 20,445 shares of common stock.

 Equity
Compensation Plan Information

 Plan Category

 (a) Number of Shares to be Issued upon Exercise of Outstanding Options and Rights

 (b) Weighted-average Exercise Price of Outstanding Options and Rights

 (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Referenced in Column (a))

 Equity compensation plans approved by stockholders

 3,966,069
 (1)

 $
 2.19
 (2)

 4,357,937

 Equity compensation plans not approved by stockholders

 -

 $
 -

 -

 Total

 3,966,069
 (1)

 $
 2.19
 (2)

 4,357,937

 (1)

 options and restricted stock units outstanding under our 2015 Equity Incentive Plan.

 (2)

 Represents
 weighted-average exercise price per share of common stock acquirable upon exercise of outstanding stock options.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
Company employs one person who is related to current or former executive officers. Seth Egan is the Company's Director of Sales
and Marketing, and is the son of Dwight Egan, the Company's President and Chief Executive Officer and Chairman of the Board. During
the year ended December 31, 2023, the total compensation paid to this person, including salaries, bonuses, and the grant date fair value
of equity awards which vest over three years, was $648,201. The Company also uses the services of Winston Egan as an independent contractor
for sales operations consulting. Winston Egan is also the son of Dwight Egan, the Company's President and Chief Executive Officer
and Chairman of the Board. During the year ended December 31, 2023, the total compensation paid to this contractor, comprised of consulting
fees, was $120,000.

 Policy
for Review of Related Party Transactions

 The
review of transactions with related persons policy is set forth in our Corporate Governance Committee Charter. The Corporate Governance
Committee is to oversee the administration of any related party transactions policy in effect with respect to transactions in which the
Company is a participant and involving directors, nominees for director, executive officers of the Company or holders of more than 5%
of the Company's common stock or immediate family members of any such person.

Independence

 For
information regarding the independence of our directors, see "Directors, Executive Officers and Corporate Governance" in
Part III, Item 10 of this Form 10-K.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
aggregate fees and expenses for professional services rendered by our principal accounting firm, Tanner LLC for 2023 and Haynie &
Company for 2022, are separately presented and are as follows:

 2023

 2022

 Audit fees

 $
 154,811

 $
 136,600

 Audit related fees

 -

 -

 Other consulting fees

 287,838

 -

 Tax fees

 -

 -

 Total fees

 $
 442,649

 $
 136,600

 Audit
fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements,
review of our quarterly consolidated financial statements and our offerings.

 Other consulting fees relate to fees for products
and services other than the services reported above and consist of federal and state research tax credit consulting services (at a fixed
fee).

 The
audit committee has adopted a policy that requires advance approval of all services performed by the independent auditor when fees are
expected to exceed $15,000. The audit committee has delegated to the audit committee chairperson, Mr. Durenard, the authority to approve
services, subject to ratification by the audit committee at its next committee meeting. All fees incurred were pre-approved by the audit
committee.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules.

 (a)

 The
 following documents are filed as part of this Annual Report on Form 10-K:

 (1)

 Financial
 Statements. The Consolidated Financial Statements filed as part of this Annual Report on Form 10-K are included in Part II, Item
 8 of this Annual Report on Form 10-K.

 (2)

 Financial
 statement schedules. There are no financial statements schedules included because they are either not applicable or the required
 information is shown in the consolidated financial statements or the notes thereto.

 (3)

 Exhibits.
 The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The
 exhibits listed in the Exhibit Index are incorporated by reference herein.

 Exhibit

 Number

 Exhibit
 Description

 Filed
 with this

 Report

 Incorporated
 by

 Reference
 herein from Form or Schedule

 Filing
 Date

 SEC
 File/Reg.

 Number

 2.1*+

 Agreement
 and Plan of Merger by and between Co-Diagnostics, Inc, IDMO Acquisition Corp., Idaho Molecular Inc., and Company Representative dated
 as of December 21, 2021.

 Form
 8-K (Exhibit 2.1)

 12/23/21

 2.1.2

 to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Idaho Molecular, Inc., and Kirk Ririe, as Company Representative

 Form
 8-K (Exhibit 2.2)

 06/16/22

 2.2*+

 Agreement
 and Plan of Merger by and between Co-Diagnostics, Inc, ACI Acquisition Corp., Advanced Conceptions, Inc., and Company Representative
 dated as of December 21, 2021

 Form
 8-K (Exhibit 2.2)

 12/23/21

 2.2.1

 to Agreement and Plan of Merger by and among Co-Diagnostics, Inc., Advanced Conceptions, Inc., and Richard Abbott, as Company Representative

 Form
 8-K (Exhibit 2.1)

 06/16/22

 3.1

 Articles
 of Incorporation

 Draft
 Registration Statement (Exhibit 3.1)

 01/12/17

 377-01467

 3.1.1

 to the Articles of Incorporation

 Draft
 Registration Statement (Exhibit 3.1.1)

 01/12/17

 377-01467

 3.1.2

 Articles
 of Amendment to Articles of Incorporation

 Form
 8-K (Exhibit 3.2)

 01/03/19

 3.1.3

 Articles of Amendment

 Form
 10-K (Exhibit 3.1.3)

 3.1.3

 Articles of Amendment

 Form
 10-K (Exhibit 3.1.3)

 03/16/2023

 3.2

 Amended
 and Restated Bylaws of Co-Diagnostics, Inc.

 Form
 8-K (Exhibit 3.1)

 04/01/22

 4.1

 Description of Registrant's securities

 X

 4.2

 Form of Indenture

 Statement (Exhibit 4.1)

 10.1

 Exclusive
 Agreement between Co-Diagnostics, Inc. and DNA Logix, Inc., dated April 18, 2014

 Draft
 Registration Statement (Exhibit 10.2)

 01/12/17

 377-01467

 10.2 #

 Inc. Amended and Restated 2015 Long Term Incentive Plan

 Form
 S-8/A

 11/20/20

 333-237684

 10.3

 Form
 of Indemnification Agreement

 Form
 S-1/A (Exhibit 10.13.8)

 05/24/17

 333-217542

 10.4

 Shareholders'
 Agreement between Co-Diagnostics and Synbiotics Limited, dated January 27, 2017

 Form
 S-1 (Exhibit 10.16)

 04/28/17

 333-217542

 10.5

 Amended
 Exclusive License Agreement between Co-Diagnostics, Brent Satterfield, and DNA Logix, Inc., dated January 1, 2017

 Form
 S-1 (Exhibit 10.17)

 04/28/17

 333-217542

 10.6

 Warrant
 Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC. Dated December 31, 2021 (ACI Warrant)

 Form
 10-K (Exhibit 10.6)

 10.7

 Warrant
 Agreement between Co-Diagnostics, Inc and VStock Transfer, LLC. Dated December 31, 2021 (IDMO Warrant)

 Form
 10-K (Exhibit 10.7)

 10.8

 Form
 of Securities Purchase Agreement, dated February 27, 2020

 Form
 8-K (Exhibit 10.1)

 02/27/20

 10.9

 Lease
 Agreement 2401 Foothill Drive

 Form
 10-K (Exhibit 10.9)

 10.9.1

 #1 to Lease

 Form
 10-K (Exhibit 10.9.1)

 10.9.2

 #2 to Lease

 Form
 10-K (Exhibit 10.9.2)

 10.10#

 Co-Diagnostics, Inc. Change in Control Plan

 Form
 8-K (Exhibit 10.1)

 05/16/23

 10.11

 Commercial
Lease Agreement, dated June 1, 2023, between Ozone Biotech, LLC and Co-Diagnostics, Inc.

 Form
 10-Q (Exhibit 10.1)

 08/10/23

 10.12

 Commercial Lease Agreement, dated September 18, 2023, between Ge Estate, LLC and Co-Diagnostics, Inc.

 Form
 10-Q (Exhibit 10.1)

 11/09/23

 10.13

 Common Stock Purchase Warrant issued to Coltrin & Associates dated October 31, 2019

 Statement (Exhibit 4.9)

 10.14

 Common Stock Purchase Warrant issued to Coltrin & Associates dated February 6, 2020

 Statement (Exhibit 4.10)

 10.15

 Common Stock Purchase Warrant issued to Coltrin & Associates dated February 6, 2020

 Statement (Exhibit 4.11)

 10.16

 Amendment dated July 31, 2020 to Common Stock Purchase Warrant issued to Coltrin & Associates dated October 31, 2019

 Statement (Exhibit 4.12)

 14.1

 Code
 of Ethics for Senior Financial Officers

 Form
 10-K (Exhibit 14.1)

 03/30/20

 21.1

 Subsidiaries of Registrant

 X

 23.1

 Consent of Tanner LLC

 X

 23.2

 Consent of Haynie & Company

 X

 31.1

 Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 X

 31.2

 Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 X

 32.1

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 32.2

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 Co-Diagnostics, Inc. Clawback Policy

 X

 SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.PRE

 X

 Cover

 X

 (A)

 (INline Extensible Business Reporting Language) information
 is furnished and not filed for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange
 Act of 1934.

 X

 # Management
Contract or Compensatory Plan or Arrangement

 *Schedules
and exhibits to these Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the SEC upon request.

 +
Portions of Exhibit 2.1 and Exhibit 2.2 have been omitted as they contain information that (i) is not material and (ii) is the type of
information the issuer both customarily and actually treats as private and confidential.

 Item
16. Form 10-K Summary.

 None

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

 INC.

 Date:
 March 14, 2024

 By:

 /s/
 Dwight Egan

 Egan

 Chief
 Executive Officer, President and Director

 (Principal
 Executive Officer)

 By:

 /s/
 Brian Brown

 Brian
 Brown

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

 Signature

 Title

 Date

 /s/
 Dwight Egan

 Chief
 Executive Officer, President and Director

 March

 Egan

 (Principal
 Executive Officer)

 /s/
 Brian Brown

 Chief
 Financial Officer

 March

 Brian
 Brown

 (Principal
 Financial and Accounting Officer)

 /s/
 Eugene Durenard

 March

 /s/
 Edward Murphy

 March

 /s/
 James Nelson

 March

 James

 /s/
 Richard Serbin

 March

 Serbin