Form 8-K

8-K — Co-Diagnostics, Inc.

Accession: 0001493152-26-035553

Filed: 2026-07-31

Period: 2026-07-30

CIK: 0001692415

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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EX-1.1 (ex1-1.htm)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

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0001692415

2026-07-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 30, 2026

CO-DIAGNOSTICS,

INC.

(Exact

name of registrant as specified in its charter)

Utah

001-38148

46-2609363

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

2401

S. Foothill Drive, Suite D, Salt Lake City Utah 84109

(Address

of principal executive offices, including Zip Code)

Registrant’s

telephone number, including area code: (801) 438-1036

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share

CODX

The

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

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. ☐

Item

1.01 Entry into a Material Definitive Agreement.

July 30, 2026, Co-Diagnostics, Inc. (the “Company”) entered into an inducement agreement (the “Inducement Letter”)

with certain holders (the “Holders”) of certain of the Company’s existing warrants to purchase up to an aggregate of

1,702,362 shares of the Company’s common stock originally issued on May 21, 2026, with a five-year term at an exercise price of

$1.571 per share (the “Existing Warrants”).

Pursuant

to the Inducement Letter, the Holders agreed to exercise for cash the Existing Warrants to purchase an aggregate of 1,702,362 shares

of the Company’s common stock at an exercise price of $1.571 per share in consideration of the Company’s agreement to issue

new common stock purchase warrants (the “New Warrants”), as described below, to purchase up to an aggregate of 3,404,724

shares of the Company’s common stock (the “New Warrant Shares”) at an exercise price of $1.56 per share. The New Warrants

are not exercisable until the Company obtains stockholder approval of the exercise of the New Warrants in accordance with applicable

rules of The Nasdaq Stock Market (“Nasdaq”). The Company expects to receive aggregate gross proceeds of approximately $2.67

million from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other offering expenses

payable by the Company.

Also

on July 30, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group

LLC (the “Placement Agent”) pursuant to which it acted as the Company’s exclusive placement agent in connection with

the transactions contemplated by the Inducement Letter. The Company has agreed to pay the Placement Agent (i) a cash fee equal to 7.0%

of the aggregate gross proceeds received from the Holders’ exercise of the Existing Warrants and (ii) reimbursement of the Placement

Agent’s reasonable expenses, including without limitation, fees and disbursements of the Placement Agent’s counsel, incurred

in connection with the transactions contemplated by the Inducement Letter in an amount equal to $50,000. The Placement Agency Agreement

also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The

closing of the transactions contemplated pursuant to the Inducement Letter is expected to occur on or about August 3, 2026 (the

“Closing Date”), subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from

these transactions for general corporate purposes.

The

resale of the shares of the Company’s common stock underlying the Existing Warrants have been registered pursuant to an existing

registration statement on Form S-3 (File No. 333-296312), declared effective by the Securities and Exchange Commission (the “SEC”)

on May 29, 2026.

The

Company also agreed to file a registration statement on Form S-3 (or other appropriate form, including on Form S-1, if the Company is

not then S-3 eligible) providing for the resale of the shares of common stock underlying the New Warrant (the “New Warrant Shares”)

issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”), as soon as practicable after

the Closing Date (and in any event within thirty (30) calendar days of the date of the Inducement Letter), and to use commercially reasonable

efforts to have such Resale Registration Statement declared effective by the SEC within sixty (60) calendar days following the date of

the Inducement Letter (or within ninety (90) calendar days following the date of the Inducement Letter in case of “full review”

of the Resale Registration Statement by the SEC) and to keep the Resale Registration Statement effective at all times until the earlier

of such time that (i) no holder of the New Warrants owns any New Warrants or New Warrant Shares or (ii) the New Warrant Shares are eligible

for sale under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company to be in compliance

with the current public information required under Rule 144 as to such New Warrant Shares and without volume or manner-of-sale restrictions.

In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock equivalents or to file any other

registration statement with the SEC (in each case, subject to certain exceptions) until August 31, 2026.

The

Company also agreed to use its reasonable best efforts to hold a special meeting of stockholders on or prior to the date that is ninety

(90) days after the date of the Inducement Letter for the purpose of obtaining stockholder approval of the exercise of the New Warrants

in accordance with applicable Nasdaq rules. If the Company does not obtain stockholder approval at the first meeting, the Company shall

call a meeting every ninety (90) days thereafter to seek stockholder approval until the earlier of the date on which stockholder approval

is obtained or the New Warrants are no longer outstanding.

The

New Warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities

Act of 1933, as amended (the “Securities Act”). Each Holder has represented that it is an accredited investor as defined

in Rule 501 of the Securities Act and has acquired such securities for their own account and has no arrangements or understandings for

any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation or advertising.

The New Warrants and the New Warrant Shares have not been registered under the Securities Act or applicable state securities laws. Accordingly,

such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable

exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This

Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities

in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under

the securities laws of any such state or jurisdiction.

Immediately

prior to the transactions contemplated by the Inducement Letter, the number of shares of the Company’s common stock that was issued

and outstanding was 5,277,846. After giving effect to the transactions contemplated by the Inducement Letter, including the closing thereof,

the number of shares of the Company’s common stock that will be issued and outstanding is 6,980,208.

Terms

of the New Warrants

The

New Warrants will be exercisable upon the receipt of stockholder approval of the exercise of the New Warrants in accordance with applicable

Nasdaq rules and have a term of exercise equal to five years from the date of such stockholder approval. If a registration statement

registering the resale of the shares of common stock underlying the New Warrants under the Securities Act, is not effective or available,

the holder may, in its sole discretion, elect to exercise the New Warrants through a cashless exercise, in which case the holder would

receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the New Warrants.

No fractional shares of common stock will be issued upon the exercise of any New Warrant. In lieu of fractional shares, we will pay the

holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.

Fundamental

Transaction. If a Fundamental Transaction (as defined in the New Warrants) occurs, then the successor entity will succeed to, and

be substituted for the Company, and may exercise every right and power that the Company may exercise and will assume all of the Company’s

obligations under the New Warrants with the same effect as if such successor entity had been named in the New Warrants itself. If holders

of shares of common stock are given a choice as to the securities, cash or property to be received in such a Fundamental Transaction,

then the holder shall be given the same choice as to the consideration it would receive upon any exercise of the New Warrants following

such a Fundamental Transaction. Additionally, as more fully described in the New Warrants, in the event of certain Fundamental Transactions,

the holders of the New Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined in

the New Warrants), on the date of consummation of such Fundamental Transaction.

Stock

Dividends and Splits. If at any time on or after the date of issuance there occurs any share split, share dividend, share combination

recapitalization or other similar transaction involving our common stock then in each case the exercise price shall be multiplied by

a fraction of which the numerator shall be the number of shares of common stock (excluding treasury shares, if any) outstanding immediately

before such event and of which the denominator shall be the number of shares of common stock outstanding immediately after such event,

and the number of shares issuable upon exercise of the New Warrants shall be proportionately adjusted such that the aggregate exercise

price of the Warrant shall remain unchanged.

Beneficial

Ownership Limitations. A holder will not have the right to exercise any portion of the New Warrants if the holder (together with

its affiliates) would beneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any warrants, 9.99%)

of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is

determined in accordance with the terms of the New Warrants. However, any holder may increase or decrease such percentage to any other

percentage not in excess of 9.99%, upon at least 61 days’ prior notice from the holder to us with respect to any increase in such

percentage.

The

foregoing summaries of the Inducement Letter, the New Warrants and the Placement Agency Agreement do not purport to be complete and are

subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1, 4.1 and 1.1, respectively, to this Current

Report on Form 8-K, which are incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information under Item 1.01 of this Current Report on Form 8-K regarding the unregistered securities described therein is incorporated

herein by reference.

Warning

Concerning Forward Looking Statements

This

Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities

Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present

intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons, including

some reasons which are beyond the Company’s control. For example, this Current Report states that the closing of the offering is

expected to close on or about August 3, 2026. In fact, the closing of the offering is subject to various conditions and contingencies

as are customary in similar purchase agreements in the United States. If these conditions are not satisfied or the specified contingencies

do not occur, this offering may not close. For this reason, among others, you should not place undue reliance upon the Company’s

forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update any forward looking statements

in order to reflect any event or circumstance that may arise after the date of this Current Report.

Item

9.01. Financial Statement and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

1.1

Placement Agency Agreement, dated as of July 30, 2026, by and between the Company and Maxim Group LLC

4.1

Form of New Warrant

10.1

Form of Inducement Letter

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Co-Diagnostics,

Inc.

Date: July

31, 2026

By:

/s/

Brian Brown

Brian

Brown

Chief

Financial Officer

(Principal

Financial and Accounting Officer)

EX-1.1

Filename: ex1-1.htm · Sequence: 2

Exhibit

1.1

PLACEMENT

AGENCY AGREEMENT

July

30, 2026

Maxim

Group LLC

300

Park Avenue, 16th Floor

New

York, NY 10022

Ladies

and Gentlemen:

Subject

to the terms and conditions herein (this “Agreement”), Co-Diagnostics, Inc., a Utah corporation (the “Company”),

hereby agrees to sell (i) shares of the Company’s common stock $0.001 par value per share (the “Common Stock”)

and/or pre-funded common stock purchase warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) (the

shares of Common Stock underlying the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and (ii) Common warrants

to purchase shares of the Company’s Common Stock (the “Common Warrants”) (the shares of Common Stock underlying

the Common Warrants, the “Common Warrant Shares”), each by way of induced exercise of existing warrants to purchase

shares of Common Stock (the “Placement”) directly to various investors (each, an “Investor” and,

collectively, the “Investors”) through Maxim Group LLC as placement agent (the “Placement Agent”).

The documents executed and delivered by the Company and the Investors in connection with the Placement, including, without limitation,

an inducement letter (the “Inducement Letter”) and the Common Warrants, shall be collectively referred to herein as

the “Transaction Documents.” The terms of the Placement are to be mutually agreed upon by the Company and the Investors.

The Common Stock, Pre-Funded Warrants, Pre-Funded Warrants Shares, Common Warrants, and Common Warrant Shares actually placed by the

Placement Agent are referred to herein as the “Securities.” The Placement Agent may retain other brokers or dealers

to act as sub-agents or selected-dealers on its behalf in connection with the Placement.

Capitalized

terms that are not otherwise herein defined shall have the meanings given to such terms set forth in the Inducement Letter.

The

Company hereby confirms its agreement with the Placement Agent as follows:

Section

1. Agreement to Act as Placement Agent.

(a)

On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions

of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and sale by the Company

of the Securities in a proposed offering by way of induced exercise of existing warrants to purchase shares of Common Stock (the “Placement”)

to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The Placement

Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful

placement of the Securities, or any portion thereof, in the prospective Placement. Under no circumstances will the Placement Agent or

any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the Securities for its own account

or otherwise provide any financing. The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement

Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall

have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. Subject to the terms

and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each

a “Closing” and the date on which each Closing occurs, a “Closing Date”). As compensation for services

rendered, on each Closing Date, the Company shall pay to the Placement Agent the consideration set forth below:

(i)

A cash fee equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities at the closing of the Placement

(the “Closing”).

(ii)

The Company also agrees to reimburse the Placement Agent at Closing for all of the Placement Agent’s reasonable expenses, including,

without limitation, fees and disbursements of Placement Agent’s counsel, incurred by the Placement Agent in connection with the

Placement, in an amount equal to $50,000.

(iii)

The Placement Agent shall be entitled to compensation under Section 1(A)(i), calculated in the manner set forth herein with respect to

any public or private offering, equity-linked, preferred, convertible or debt securities, or other financing or capital-raising transaction

of any kind (“Tail Financing”) to the extent that such Tail Financing is both (i) provided to the Company by investors

that were, during the term of this Agreement, contacted by the Placement Agent, or investors that contacted the Placement Agent, and

(ii) consummated at any time within the twelve (12)-month period following the expiration or termination of this Agreement. The issuance

of any stock or equity of the Company to its officers, directors, employees, or consultants shall not be deemed a Tail Financing.

(b)

The Placement Agent’s engagement hereunder shall become effective on the date hereof and shall continue until the earlier of (i)

the Closing Date of the Placement, and (ii) the date a party terminates the Agreement (the “Termination Date”). Notwithstanding

anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein

and the Company’s obligations contained in the indemnification provisions will survive any expiration or termination of this Agreement,

and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable

pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(g)(4)(A), will survive any expiration or

termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates

to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with

Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership,

trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency

or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through

one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed

under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

Section

2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Placement

Agent as of the date hereof, and as of each Closing Date, as follows:

(a)

(i) the Company has full right, power and authority to enter into this Agreement and the Transaction Documents and to perform all of

its obligations hereunder and thereunder; (ii) each of this Agreement and the Transaction Documents has been duly authorized and executed

and constitutes a legal, valid and binding agreement of such party enforceable in accordance with its terms except (a) as limited by

general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (c) insofar as indemnification and contribution provisions may be limited by applicable

law; and (iii) the execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated

hereby and thereby does not conflict with or result in a breach of, in any material respect, (y) the Company’s certificate of incorporation

or by-laws or other charter documents or (z) any agreement to which the Company is a party or by which any of its property or assets

is bound.

(b)

All disclosure provided by the Company to the Placement Agent regarding the Company, its business and the transactions contemplated hereby,

taken together with all filings the Company has made with the Securities and Exchange Commission, is true and correct in all material

aspects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the

statements made therein, in the light of the circumstances under which they were made, not misleading. Each filing made by the Company

with the Securities and Exchange Commission did not at the time of release contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances

under which they were made, not misleading. To the best of the Company’s knowledge and belief, other than the current capital raising

(of which this Agreement relates), no event or circumstance has occurred or information exists with respect to the Company or its business,

properties, prospects, operations or financial conditions, which, under the applicable laws, rules or regulations, requires public disclosure

or announcement by the Company but which has not been so publicly announced or disclosed.

(c)

The Company has not taken and will not take any action, directly or indirectly, so as to cause the Placement to fail to be entitled to

rely upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”).

In effecting the Placement, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations

thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national,

provincial, city or other legal requirements).

(d)

The Company has the power to submit, and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably

submitted, to the non-exclusive personal jurisdiction of any New York State or United States federal court located in the City of New

York, Borough of Manhattan, (each, a “New York Court”). The Company has the power to designate, appoint and authorize,

and pursuant to Section 12 of this Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent

for service of process in any action arising out of or relating to this Agreement or the Placement in any New York Court, and service

of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in

Section 12 of this Agreement.

(e)

Each of the representations, warranties and covenants (together with any related disclosure schedules thereto) made to the Investors

in the Inducement Letter is hereby incorporated herein by reference (as though fully restated herein) and is hereby made to, and in favor

of, the Placement Agent.

Section

3. Delivery and Payment. Each Closing shall take place remotely by electronic transfer of the Closing documentation. Subject to the

terms and conditions hereof, at each Closing, payment of the purchase price for the Securities sold on such Closing Date shall be made

by Federal Funds wire transfer, against delivery of such Securities, and such Securities shall be registered in such name or names and

shall be in such denominations, as the Placement Agent may request at least one business day before the time of purchase (as defined

below).

Deliveries

of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent counsel. All

actions taken at a Closing shall be deemed to have occurred simultaneously.

Section

4. Representations of the Placement Agent. The Placement Agent represents and warrants that it (i) is a member in good standing of

FINRA, (ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended, (iii) is licensed as a broker/dealer

under the laws of the states applicable to the offers and sales of the Securities by the Placement Agent, (iv) is and will be a corporate

body validly existing under the laws of its place of incorporation; (v) has full power and authority to enter into and perform its obligations

under this Agreement, (vi) has not taken and will not take any action, directly or indirectly, so as to cause the Placement to fail to

be entitled to rely upon the exemption from registration afforded by Section 4(a)(2) of the Act; (vii) in effecting the Placement, the

Placement Agent agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any

applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial,

city or other legal requirements), (viii) this Agreement has been duly authorized and executed and constitutes a legal, valid and binding

agreement of the Placement Agent enforceable in accordance with its terms, and (ix) neither the Placement Agent, any person compensated

for soliciting investors in the Placement, nor any general partner, managing member, executive officer, director or officer of the Placement

Agent participating in the Placement is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)

to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule

506(d)(2). The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent

covenants that it will conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable

law.

Section

5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the

accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date

hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations

hereunder on and as of such dates, and to each of the following additional conditions:

(a)

Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement and the registration,

sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Placement Agent’s

counsel, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such

counsel to pass upon the matters referred to in this Section 5.

(b)

No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date, in the

Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect

or any material adverse change or development involving a prospective material adverse change in the condition or the business activities,

financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the SEC Reports (“Material

Adverse Change”).

(c)

Opinion of Counsels for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion of Company

Counsel, dated as of such Closing Date addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.

(d)

Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company, dated

as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the

Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Inducement Letter and this Agreement and to

the further effect that:

(i)

The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date,

and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or

prior to such Closing Date; and

(ii)

Subsequent to the respective dates as of which information is given in the SEC Reports, there has not been: (a) any Material Adverse

Change; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in

the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken

as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material

change in the capital stock (except changes thereto resulting from the exercise of outstanding stock options or warrants or conversion

of outstanding preferred stock) or outstanding indebtedness of the Company or any Subsidiary; (e) any dividend or distribution of any

kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of

the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

(e)

Secretary’s Certificate. On the Closing Date, the Placement Agent shall have received a certificate from the Company’s

Secretary certifying to the organizational documents, good standing in the state of incorporation of the Company, and board resolutions

relating to the Placement.

(f)

Regulatory Certificate. On the Closing Date, the Placement Agent shall have received a certificate from the Company’s Chief

Executive Officer with respect to certain regulatory matters, dated as of the Closing Date, addressed to the Placement Agent in form

and substance satisfactory to the Placement Agent.

(g)

Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading Market,

and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration

of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall

the Company have received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration

or listing.

(h)

[Reserved].

(i)

Inducement Letters. The Company shall have entered into an Inducement Letter with each of the Investors and such agreements shall

be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed between the Company

and the Investors.

(j)

Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have received

such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of

the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction

of any of the conditions or agreements, herein contained.

any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by

the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability

on the part of any party to any other party, except that Sections 1(a)(iii) (Tail Fee), Section 6 (Payment of Expenses), Section 7(b)

(Right of First Refusal), Section 8 (Indemnification and Contribution) and Section 9 (Representations and Indemnities to Survive Delivery)

shall at all times be effective and shall survive such termination.

Section

6. Payment of Expenses. The Company also agrees to reimburse the Placement Agent for all of its reasonable expenses, including, without

limitation fees and disbursements of the Placement Agent’s counsel, incurred in connection with the Placement at Closing in an

amount equal to $50,000.

Section

7. Further Agreements

(a)

Other Activities. The Company acknowledges that the Placement Agent has been, and may in the future be, engaged to provide services

as an underwriter, placement agent, finder, advisor or investment banker to other companies in the industry in which the Company is involved.

The Company acknowledges and agrees that nothing contained in this Agreement shall limit or restrict the right of the Placement Agent

or of any member, manager, officer, employee, agent or representative of the Placement Agent, to be a member, manager, partner, officer,

director, employee, agent or representative of, investor in, or to engage in, any other business, whether or not of a similar nature

to the Company’s business, nor to limit or restrict the right of the Placement Agent to render services of any kind to any other

corporation, firm, individual or association; provided that the Placement Agent and any of its members, managers, officers, employees,

agents or representatives shall not use the information to the detriment of the Company.

(b)

Subsequent Equity Sales.

(i)

From the date hereof until August 31. 2026, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue

or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration

statement or amendment or supplement thereto, other than filing a registration statement pursuant to the Inducement Letters or the filing

of a registration statement on Form S-8 in connection with any employee benefit plan.

(ii)

Notwithstanding the foregoing, this Section 7(b) shall not apply in respect of an Exempt Issuance.

Section

8. Indemnification and Contribution.

(a)

The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent

(within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its

affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)

from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),

and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for

all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are

incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified Person

is a party thereto, caused by, or arising out of or in connection with advice or services rendered or to be rendered by any Indemnified

Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection

with any such advice, services or transactions; provided, however, that, the Company shall not be responsible for any Liabilities

or Expenses of any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s

(x) gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or

(y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the

Placement which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The

Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified

Person’s rights under this Agreement.

(b)

Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity may

be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure by any Indemnified

Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity

or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall

have the right to assume the defense of any such action including the employment of counsel reasonably satisfactory to the Placement

Agent, which counsel may also be counsel to the Company. Any Indemnified Person shall have the right to employ separate counsel in any

such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified

Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such action

(including any impeded parties) include such Indemnified Person and the Company, and such Indemnified Person shall have been advised

in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from

representing both the Company (or another client of such counsel) and any Indemnified Person; provided that the Company shall not in

such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in

connection with any action or related actions, in addition to any local counsel. The Company shall not be liable for any settlement of

any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without

the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry

of any judgment in or otherwise seek to terminate any pending or threatened action in respect of which indemnification or contribution

may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination

includes an unconditional release of each Indemnified Person from all Liabilities arising out of such action for which indemnification

or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof

during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

(c)

In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the Company

shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect

(i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person, on the other

hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted

by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent

and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate,

as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary

to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of

fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the

Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed

to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by

the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated,

bears to (b) the fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation

within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty

of fraudulent misrepresentation.

(d)

The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)

to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement,

the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services

or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to have resulted

solely from such Indemnified Person’s gross negligence or willful misconduct in connection with any such advice, actions, inactions

or services.

(e)

The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement

and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services

under or in connection with, this Agreement.

Section

9. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other

statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth in or made pursuant

to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent,

the Company, or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery

of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a Placement Agent, or to the Company,

its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and

reimbursement agreements contained in this Agreement.

Section

10. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, e-mailed or telecopied and confirmed

to the parties hereto as follows:

to the Placement Agent to the address set forth above, attention: James Siegal, email: [***]

With

a copy to:

Thompson

Hine LLP

300

Madison Avenue, 27th Floor

New

York, New York 10017

E-mail:

faith.charles@thompsonhine.com

Attention:

Faith Charles

to the Company:

Co-Diagnostics,

Inc.

2401

S. Foothill Dr., Suite D

Salt

Lake City, Utah 84109

E-mail:

[***]

Attention:

Dwight H. Egan, Chief Executive Officer

With

a copy to (which shall not constitute notice):

Dorsey

& Whitney

111

South Main Street, Suite 2100

Salt

Lake City, Utah 84111

E-mail:

erekson.josh@dorsey.com, lyman.dan@dorsey.com

Attention:

Josh Erekson and Dan Lyman

Any

party hereto may change the address for receipt of communications by giving written notice to the others.

Section

11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees,

officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors, and personal representative,

and no other person will have any right or obligation hereunder.

Section

12. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not

affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of

this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and

only such minor changes) as are necessary to make it valid and enforceable.

Section

13. Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable

to agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof. This Agreement

may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure

to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect

to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under

this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by

execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,

the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process

being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to

such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such

court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company

is or may be subject, by suit upon such judgment. If either party to this Agreement shall commence an action or proceeding to enforce

any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party

for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action

or proceeding.

Section

14. General Provisions.

(a)

This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous

oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or

more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the

same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein

(express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein

are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

(b)

The Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent’s responsibility to the

Company is solely contractual and commercial in nature, (ii) the Placement Agent has acted at arms length, are not agents of, and owe

no fiduciary duties to the Company or any other person, (iii) the Placement Agent owes the Company only those duties and obligations

set forth in this Agreement and (iv) the Placement Agent may have interests that differ from those of the Company. The Company waives

to the fullest extent permitted by applicable law any claims it may have against the Placement Agent arising from a breach or alleged

breach of fiduciary duty in connection with the offering of the Securities.

[The

remainder of this page has been intentionally left blank.]

the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all

counterparts hereof, shall become a binding agreement in accordance with its terms.

Very

truly yours,

CO-DIAGNOSTICS,

INC.

By:

Name:

Title:

The

foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.

MAXIM

GROUP LLC

By:

Name:

Title:

EX-4.1

Filename: ex4-1.htm · Sequence: 3

Exhibit 4.1

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION

OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED

(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS

OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

CO-DIAGNOSTICS,

INC.

Warrant

Shares: [__]

Issue

Date: August 3, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00

p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading

Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase

from Co-Diagnostics, Inc., a Utah corporation (the “Company”), up to [__] shares of Common Stock, par value $0.001

per share (the “Common Stock”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”).

The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain

Warrant Inducement Agreement (the “Inducement Agreement”), dated July 30, 2026, among the Company and the purchasers

signatory thereto.

“Bid

Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock

is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average

price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not

then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or

a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,

the fees and expenses of which shall be paid by the Company.

“Stockholder

Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any

successor entity) with respect to the issuance of shares of Common Stock underlying this Warrant.

“Stockholder

Approval Date” means the date on which Stockholder Approval is received and deemed effective under Utah law.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX

Best Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date

(or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on

OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated

by the OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price

per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined

by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then outstanding and reasonably

acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants”

means this Warrant and other Common Stock purchase warrants issued by the Company on August 3, 2026.

Section

2. Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined

in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the

Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank

unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the

date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a

portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant

Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall

maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection

to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares

hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the

face hereof.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $1.56, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus

contained therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole

or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

as applicable: (i) the

VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both

executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant

to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of

Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) the highest Bid Price of the Common Stock

on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s

execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”

on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular

trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of

Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant

to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B)

the Exercise Price of this

Warrant, as adjusted hereunder; and

(X)

the number of Warrant Shares

that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means

of a cash exercise rather than a cashless exercise.

Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the

Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period

of the Warrant shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position

contrary to this Section 2(c).

Mechanics of Exercise.

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository

Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant

in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale

of the Warrant Shares by Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner of sale limitations

pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in

the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is

entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of

(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the

Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery

Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder

of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant

Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the

earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of

the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise

by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each

$1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise),

$10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading

Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees

to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As

used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,

on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of

Exercise.

ii.

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

iii.

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv.

Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to

the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions

of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required

by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares

of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon

such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)

the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds

(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection

with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)

at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise

was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock

that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the

Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares

of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately

preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating

the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing

herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without

limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares

of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

vi.

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. For the avoidance

of doubt, the Company shall not be responsible for any tax which may be payable in respect of any transfers involved in the registration

of any book entry or certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Company shall pay all Transfer

Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established

clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii.

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by

the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of

a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then

outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion

or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date

as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”

shall be 4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding

immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice

to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial

Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect

to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall

continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such

notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in

strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent

with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly

give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section

3. Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

[RESERVED]

Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,

issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record

holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,

upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise

hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for

the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares

of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to

the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial

Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership

of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held

in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership

Limitation).

Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or

other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital

or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,

spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),

at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution

to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable

upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial

Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the

date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,

however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder

exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent

(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such

Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result

in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised

at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the

Holder has exercised this Warrant.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person (other than a transaction solely

to change the domicile of the Company), (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license,

assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions,

(iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or by another Person) is completed

pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property

and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater than 50% of the voting power of the

common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,

reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively

converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related

transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group

acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the

Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have

the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of

such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant),

the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation,

and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction

by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction

(without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination

of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration

issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price

among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.

If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then

the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such

Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction (except in the case of a

Fundamental Transaction in which the Company, directly or indirectly, in one or more related transactions, consummates a stock or share

purchase agreement, an asset purchase agreement, or other business combination (including, without limitation, a reorganization, recapitalization,

spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater

than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the Company, but in

which a majority of the Board of Directors and a majority of executive management of the Company remain unchanged), the Company or any

Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days

after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental

Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined

below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided,

however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s

Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration

(and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to

the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form

of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative

forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock

of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed

to have received common stock of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction)

in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes

Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of

the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding

to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental

Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility, as obtained from the HVT function on

Bloomberg as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction,

(C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the Trading Day

immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable

Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(e), (D) a

remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction

and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately

available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the

date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which

the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company

under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements

in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental

Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity

evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding

number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable

and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental

Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account

the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,

such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant

immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to

the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company”

under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of

this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and

the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally

with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall

assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect

as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the

avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the

Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a Fundamental Transaction

occurs prior to the Initial Exercise Date.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party (other

than a transaction solely to change the domicile of the Company), any sale or transfer of all or substantially all of its assets, or

any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall

authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the

Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of

the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the

date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record

is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,

rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share

exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record

shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification,

consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in

the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that

any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,

the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain

entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering

such notice except as may otherwise be expressly set forth herein.

Section

4. Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of the Inducement Agreement, this Warrant and all rights hereunder (including, without limitation, any registration

rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated

agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its

agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if

required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as

applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new

Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything

herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned

this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date

on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance

herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of

this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, comply with the provisions of the Inducement Agreement.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Section

5. Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant

to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be

required to net cash settle an exercise of this Warrant.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

The

Company covenants that, during the period beginning on the Initial Exercise Date and thereafter for as long as the Warrant is outstanding,

it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant

Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall

constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of

the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant

Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading

Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise

of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment

for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes,

liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously

with such issue).

Except

and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending

its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale

of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,

but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary

or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the

foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise

immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company

may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially

reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,

as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before

taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the

Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from

any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Inducement Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and

the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision

of this Warrant or the Inducement Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Inducement Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

CO-DIAGNOSTICS,

INC.

By:

Name:

Title:

NOTICE

OF EXERCISE

To:

CO-DIAGNOSTICS, INC.

(1)

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)

Payment shall take the form of (check applicable box):

[

] in lawful money of the United States; or

[

] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

(3)

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4)

Accredited Investor. The undersigned is an “accredited

investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: __________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: ___________________________________________________

Name

of Authorized Signatory: _____________________________________________________________________

Title

of Authorized Signatory: ______________________________________________________________________

Date:

_________________________________________________________________________________________

EXHIBIT

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature: ______________________________

Holder’s Address: _______________________________

EX-10.1

Filename: ex10-1.htm · Sequence: 4

Exhibit

10.1

CO-DIAGNOSTICS,

INC.

2401

S. Foothill Drive, Suite D

Salt

Lake City, Utah 84109

July

30, 2026

the Holder of May 2026 Common Stock Purchase Warrants

Re:

Inducement Offer to Exercise Existing Common Stock Purchase

Warrants

Dear

Holder:

CO-DIAGNOSTICS,

Inc. (the “Company”) is pleased to

offer to you the opportunity to exercise the warrants to purchase shares of the Company’s common stock, par value $0.001 per share

(the “Common Stock”), currently held by you (the “Holder,” “you” or similar

terminology) and issued to you on May 21, 2026 (the “May 2026 Warrants”). The number of shares (the “Warrant

Shares”) underlying May 2026 Warrants that the Holder agrees to exercise (the “Existing Warrants”) on terms

set forth herein and as set forth on the signature page hereto are registered pursuant to the registration statement on Form S-3 (File

No. 333- 296312) (the “Registration Statement”). The Registration Statement is currently effective and, upon exercise

of the Existing Warrants pursuant to this letter agreement, will be effective for the resale or issuance, as the case may be, of the

Warrant Shares if sold pursuant thereto. Capitalized terms not otherwise defined herein shall have the meanings set forth in the New

Warrants (as defined hereinafter).

consideration for exercising the Existing Warrants held by you and set forth on the Holder’s signature page hereto (the “Warrant

Exercise”), the Company hereby offers to issue to you or your designee:

(a)

a new unregistered Common Stock purchase warrant (“New Warrant”) issued pursuant to Section 4(a)(2) of the Securities

Act of 1933, as amended (“Securities Act”), to purchase up to a number of shares (the “New Warrant Shares”)

of Common Stock equal to 200% of the number of Warrant Shares issued pursuant to the Warrant Exercise by you hereunder, which

New Warrant shall be substantially in the form as reflected in Exhibit A hereto, will be exercisable at any time on or after the

Stockholder Approval Date (as defined in the New Warrant) of the New Warrant, and will have an expiration date of five (5) years from

the Stockholder Approval Date and an initial exercise price equal to $1.56, subject to adjustments as set forth therein; and

(b)

the New Warrant certificate(s) will be delivered at Closing (as defined below), and such New Warrants, together with any underlying shares

of Common Stock issued upon exercise of the New Warrants, will, unless and until registered, contain customary restrictive legends and

other language typical for an unregistered warrant and unregistered shares. Notwithstanding anything herein to the contrary, in the event

that any Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership

Limitation”) set forth in Section 2(e) of the Existing Warrants (or, if applicable and at the Holder’s election, 9.99%),

the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the maximum number

of Warrant Shares permitted thereunder, as directed by the Holder, with the balance to be held in abeyance until notice from the Holder

that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance shall be evidenced through the

Existing Warrants which shall be deemed prepaid thereafter (including the payment in full of the exercise price), and exercised pursuant

to a Notice of Exercise in the Existing Warrants (provided no additional exercise price shall be due and payable). The parties hereby

agree that the Beneficial Ownership Limitation for purposes of the Existing Warrants is as set forth on the Holder’s signature

page hereto.

The

New Warrant certificates will be delivered within one (1) Trading Day following the Warrant Exercise, and such New Warrants, together

with any underlying shares of Common Stock issued upon exercise of the New Warrants, shall, unless and until registered, contain customary

restrictive legends and other language typical for an unregistered warrant and unregistered shares. Notwithstanding anything herein to

the contrary, in the event that any Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations

(“Beneficial Ownership Limitation”) set forth in Section 2(e) of the Existing Warrants (or, if applicable and at the

Holder’s election, 9.99%), the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder

to exceed the maximum number of Warrant Shares permitted thereunder, as directed by the Holder, with the balance to be held in abeyance

until notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance

shall be evidenced through the Existing Warrants which shall be deemed prepaid thereafter (including the payment in full of the exercise

price), and exercised pursuant to a Notice of Exercise in the Existing Warrants (provided no additional exercise price shall be due and

payable). The parties hereby agree that the Beneficial Ownership Limitation for purposes of the Existing Warrants is as set forth on

the Holder’s signature page hereto.

Expressly

subject to the paragraph immediately following this paragraph below, the Holder may accept this offer by signing this letter below, with

such acceptance constituting the Holder’s exercise in full of the Existing Warrants for an aggregate exercise price set forth on

the Holder’s signature page hereto (the “Warrants Exercise Price”) on or before 9:00 p.m., Eastern Time, on

July 30, 2026 (the “Execution Time”).

The

Company agrees to the representations, warranties and covenants set forth on Annex A attached hereto.

Holder

represents and warrants that, as of the date hereof it is, and on each date on which it exercises any New Warrants it will be, an “accredited

investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act, and agrees that the New Warrants will contain

restrictive legends when issued, and neither the New Warrants nor the shares of Common Stock issuable upon exercise of the New Warrants

will be registered under the Securities Act, except as provided in Annex A attached hereto. Also, Holder represents and warrants

that it is acquiring the New Warrants as principal for its own account and has no direct or indirect arrangement or understandings with

any other persons to distribute or regarding the distribution of the New Warrants or the New Warrant Shares (this representation is not

limiting Holder’s right to sell the New Warrant Shares pursuant to an effective registration statement under the Securities Act

or otherwise in compliance with applicable federal and state securities laws).

The

Holder understands that the New Warrants and the New Warrant Shares are not, and may never be, registered under the Securities Act, or

the securities laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially

similar to the following:

THIS

SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON

AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY

NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION

FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS.

Upon

the Holder’s exercise of the New Warrants, certificates evidencing the New Warrant Shares shall not contain any legend (including

the legend set forth above), (i) while a registration statement covering the resale of such New Warrant Shares is effective under the

Securities Act, (ii) following any sale of such New Warrant Shares pursuant to Rule 144 under the Securities Act, (iii) if such New Warrant

Shares are eligible for sale under Rule 144 (assuming cashless exercise of the New Warrants), without the requirement for the Company

to be in compliance with the current public information requirement under Rule 144 as to such New Warrant Shares and without volume or

manner-of-sale restrictions, (iv) if such New Warrant Shares may be sold under Rule 144 (assuming cashless exercise of the New Warrants)

and the Company is then in compliance with the current public information requirement under Rule 144 as to such New Warrant Shares, or

(v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements

issued by the staff of the Securities and Exchange Commission (the “Commission”) and the earliest of clauses (i) through

(v), the “Delegend Date”)). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly

after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder, or at the

request of the Holder, which opinion shall be in form and substance reasonably acceptable to the Holder. From and after the Delegend

Date, such New Warrant Shares shall be issued free of all legends, provided that, upon request of the Company (which request shall also

include a form of customary representation letter), the Holder has delivered in advance to the Company a customary representation letter

that is reasonably satisfactory to the Company and its counsel. The Company agrees that following the Delegend Date or at such time as

such legend is no longer required under this Section, it will, no later than one (1) Trading Day following the delivery by the Holder

to the Company or the Transfer Agent of a certificate representing the New Warrant Shares issued with a restrictive legend (such first

(1st) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to the Holder a certificate representing

such shares that is free from all restrictive and other legends or, at the request of the Holder, shall credit the account of the Holder’s

prime broker with the Depository Trust Company System as directed by the Holder.

addition to the Holder’s other available remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages

and not as a penalty, for each $1,000 of New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares

are submitted to the Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading

Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate

is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the

Legend Removal Date a certificate representing the New Warrant Shares free from all restrictive and other legends and (b) if after the

Legend Removal Date the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction

of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock

equal to all or any portion of the number of shares of Common Stock that the Holder anticipated receiving from the Company without any

restrictive legend, then, an amount equal to the excess of the Holder’s total purchase price (including brokerage commissions and

other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket

expenses, if any) (the “Buy-In Price”) over the product of (A) such number of New Warrant Shares that the Company

was required to deliver to the Holder by the Legend Removal Date and for which the Holder was required to purchase shares to timely satisfy

delivery requirements, multiplied by (B) the weighted average price at which the Holder sold that number of shares of Common Stock.

this offer is accepted and the transaction documents are executed by the Execution Time, then on or before 8:30 a.m., Eastern Time, on

the Trading Day following the date hereof, the Company shall issue a press release and/or file a Current Report on Form 8-K with the

Commission disclosing all material terms of the transactions contemplated hereunder, including this letter agreement as an exhibit thereto

with the Commission within the time required by the Exchange Act. From and after the issuance of such press release or filing of such

of such Current Report on Form 8-K, as applicable, the Company represents to you that it shall have publicly disclosed all material,

non-public information delivered to you by the Company, or any of its respective officers, directors, employees or agents in connection

with the transactions contemplated hereunder. In addition, effective upon the issuance of such press release and/or filing of such Current

Report on Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,

whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees

or Affiliates on the one hand, and you and your Affiliates on the other hand, shall terminate. The Company represents, warrants and covenants

that, upon acceptance of this offer, and upon issuance of the Warrant Shares, the Warrant Shares shall be issued free of any legends

or restrictions on resale by Holder.

later than the second (2nd) Trading Day following the date hereof, the closing (“Closing”) shall occur

at such location as the parties shall mutually agree. Unless otherwise directed by Maxim Group LLC (the “Placement Agent”),

settlement of the Warrant Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall

issue the Warrant Shares registered in the Holder’s name and address provided to the Company in writing and released by the Transfer

Agent directly to the account(s) at the Placement Agent identified by the Holder; upon receipt of such Warrant Shares, the Placement

Agent shall promptly electronically deliver such Warrant Shares to the Holder, and payment therefor shall concurrently be made to the

Company by the Placement Agent (or its clearing firm) by wire transfer to the Company). The date of the Closing of the exercise of the

Existing Warrants shall be referred to as the “Closing Date.”

CO-DIAGNOSTICS, Inc.

By:

Name:

Brian

Brown

Title:

Chief

Financial Officer

[Holder

Signature Page Follows]

Accepted

and Agreed to:

Name

of Holder: _________________________________________________

Signature

of Authorized Signatory of Holder: _________________________________________________

Name

of Authorized Signatory: _________________________________________________

Title

of Authorized Signatory: _________________________________________________

Number

of Existing Warrants:_________________________________________________

Existing

Warrants Beneficial Ownership Blocker: 4.99% or 9.99%

New

Warrants: _________________________________________________

New

Warrants Beneficial Ownership Blocker: 4.99% or 9.99%

DTC

Instructions: _________________________________________________

[Signature

Page to CODX Inducement Letter]

Annex

Representations,

Warranties and Covenants of the Company. The Company hereby makes the following representations and warranties to the Holder:

SEC Reports. The Company has filed all reports, schedules, forms, statements and other

documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two

years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the

foregoing materials, including the exhibits thereto and documents incorporated by reference therein “SEC Reports”).

As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and none of

the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated

therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading

except as otherwise noted in a subsequent SEC Report. The Company has never been an issuer subject to Rule 144(i) under the Securities

Act.

Authorization; Enforcement. The Company has the requisite corporate power and authority

to enter into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations hereunder.

The execution and delivery of this letter agreement by the Company and the consummation by the Company of the transactions contemplated

hereby have been duly authorized by all necessary action on the part of the Company, and no further action is required by the Company,

its board of directors or its stockholders in connection herewith other than the Stockholder Approval. This letter agreement has been

duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation

of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and

applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’

rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable

remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

No Conflicts. The execution, delivery and performance of this letter agreement by the

Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate

any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents; or

(ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result

in the creation of any liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company

in connection with, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse

of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise)

or other material understanding to which such Company is a party or by which any property or asset of the Company is bound or affected;

or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction

of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations),

or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such as

could not have or reasonably be expected to result in a material adverse effect upon the business, prospects, properties, operations,

condition (financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its obligations

under this letter agreement.

Registration Obligations. As soon as practicable (and in any event within 30 calendar

days of the date hereof), the Company shall file a registration statement on Form S-1 or Form S-3 providing for the resale by the Holder

of the New Warrant Shares issued and issuable upon exercise of the New Warrants (the “Resale Registration Statement”). The

Company shall use commercially reasonable efforts to cause such Resale Registration Statement to become effective within 60 days (90

days in the event the Commission elects to review such Resale Registration Statement) following the filing date of such Resale Registration

Statement and to keep such Resale Registration Statement effective at all times until the Holder does not own any New Warrants or New

Warrant Shares issuable upon exercise thereof. The Holder agrees to properly notify the Company if it no longer owns any New Warrants

or New Warrant Shares issuable upon exercise thereof.

e) Rule

415; Cutback. If the Commission prevents the Company from including any or all of the New Warrant Shares in the Resale Registration

Statement due to limitations on the use of Rule 415 under the Securities Act or requires any of the Holders to be named as an “underwriter,”

the Company shall use its commercially reasonable efforts to persuade, consistent with applicable law, the Commission that the offering

contemplated by the Resale Registration Statement is a valid secondary offering and not an offering “by or on behalf of the registrant”

as described in Rule 415 and that the none of the Holders is an “underwriter.” In the event that, despite the Company’s

commercially reasonable efforts and compliance with the terms of this Section (f), the Commission refuses to alter its position, the

Company shall (i) remove from the Resale Registration Statement only such portion of the New Warrant Shares (the “Cut Back Shares”)

and/or (ii) agree to such restrictions and limitations on the registration and resale of the New Warrant Shares, in each of (i) and (ii),

as the Commission requires to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC

Restrictions”); provided, however, that the Company shall not agree to name any of the Holders as an “underwriter”

in such Registration Statement without the prior written consent of each Holder. No liquidated damages shall accrue as to any Cut Back

Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions

(such date, the “Restriction Termination Date” of such Cut Back Shares). From and after the Restriction Termination

Date applicable to any Cut Back Shares, all of the provisions of this Section (f) shall again be applicable to such Cut Back Shares;

provided, however, that (A) the deadline to file the Resale Registration Statement including such Cut Back Shares shall

be thirty (30) calendar days after such Restriction Termination Date, and (B) the deadline to have such Resale Registration Statement

declared effective by the Commission with respect to such Cut Back Shares shall be ninety (90) calendar day after the Restriction Termination

Date.

Trading Market. The transactions contemplated under this letter agreement comply with

all the rules and regulations of the Nasdaq Capital Market.

Filings, Consents and Approvals. The Company is not required to obtain any consent,

waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local

or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this letter

agreement, other than: (i) the filings required pursuant to this letter agreement; (ii) application(s) or notice to each applicable Trading

Market for the listing of the New Warrants and New Warrant Shares for trading thereon in the time and manner required thereby, (iii)

the filing of form D with the Commission and such filings as are required to be made under applicable state securities laws, and (iv)

the Stockholder Approval.

Listing of Common Stock. The Company agrees, if the Company applies to have the Common

Stock traded on any other Trading Market, it will then include in such application all of the New Warrant Shares, and will take such

other action as is necessary to cause all of the New Warrant Shares to be listed or quoted on such other Trading Market as promptly as

possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading

Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of

the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository

Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository

Trust Company or such other established clearing corporation in connection with such electronic transfer.

Subsequent Equity Sales. From the date hereof until August 31, 2026, neither the Company

nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of

Common Stock or Common Stock Equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case

other than as contemplated by this letter agreement. Notwithstanding the foregoing, this Section (h)(i) shall not apply in respect of

an Exempt Issuance. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options or other equity

awards to employees, officers, consultants, members of its scientific advisory board or directors of the Company pursuant to any stock

or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the

members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon

the exercise or exchange of or conversion of any securities of the Company issued hereunder and/or other securities exercisable or exchangeable

for or convertible into shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been

amended since the date of this letter agreement to increase the number of such securities or to decrease the exercise price, exchange

price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such

securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the non-employee members

of the Board of Directors, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and

carry no registration rights that require the filing of any registration statement in connection therewith during the prohibition period

in Section (h)(i) herein and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is,

itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company

and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which

the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in

securities, and (d) any securities pursuant to transactions that qualify as “exempt issuances” that are as defined and permitted

pursuant to any currently outstanding agreements of the Company. “Person” means an individual or corporation, partnership,

trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency

or subdivision thereof) or other entity of any kind, for purposes of this Section (h)(i).

Form D; Blue Sky Filings. If required, the Company agrees to timely file a Form D with

respect to the New Warrants and New Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request

of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption

for, or to qualify the New Warrants and New Warrant Shares for, sale to the Holder at Closing under applicable securities or “Blue

Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Holder.

k) Stockholder

Meeting. The Company covenants that it shall use its reasonable best efforts to hold an annual or special meeting of stockholders

on or prior to the date that is ninety (90) days following the date of this letter agreement for the purpose of obtaining Stockholder

Approval, with the recommendation of the Company’s Board of Directors that proposals subject to Stockholder Approval are approved,

and the Company shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals

in such proxy statement. If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every

ninety (90) days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the

New Warrants are no longer outstanding. The Company shall inform the Holder of the occurrence of the Stockholder Approval within two

(2) Business Day of such Stockholder Approval, it being understood that the filing of a Current Report on Form 8-K reporting the Stockholder

Approval shall be deemed sufficient to inform the Holder in respect thereof.

Exhibit

Form

of new warrant

(See

attached)

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v3.26.1

Cover

Jul. 30, 2026

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Entity File Number

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Entity Registrant Name

CO-DIAGNOSTICS,

INC.

Entity Central Index Key

0001692415

Entity Tax Identification Number

46-2609363

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2401

S. Foothill Drive

Entity Address, Address Line Two

Suite D

Entity Address, City or Town

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84109

City Area Code

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Local Phone Number

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NASDAQ

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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-Publisher SEC

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-Number 240

-Section 12

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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-Section 425

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