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): December 27, 2018
| CO-DIAGNOSTICS, INC. |
| (Exact name of small business issuer as specified in its charter) |
| Utah | 1-38148 | 46-2609363 | ||
|
(State
or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109
(Address of principal executive offices)
(801) 438-1036
(Issuer’s telephone number)
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)) |
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 [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 28, 2018, Co-Diagnostics, Inc., a Utah corporation (the “Company”) after approval by the Company’s shareholders at an annual meeting of its shareholders (the “Annual Meeting”) the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Amendment”) to increase the total authorized shares to 105,000,000 shares from 100,000,000 shares with the newly authorized 5,000,000 shares designated as Preferred Stock. Shares of preferred stock may be issued from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by the Board prior to the issuance of any shares.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 27, 2018, the Company held an Annual Meeting at the Company’s corporate office located at 2401 S. Foothill Drive, Suite D, Salt Lake City, Utah 84109.
At the close of business on December 6, 2018, the record date for the Annual Meeting, there were 12,914,383 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. As the holders of 7,975,328 shares of Common Stock, a majority of the votes that could be cast by the holders of all outstanding shares of stock entitled to vote at the Annual Meeting were represented in person or by proxy at the Annual Meeting, a quorum was present.
Each of the foregoing proposals was adopted and approved by the shareholders at the Annual Meeting. The number of votes cast for or against, as well as abstentions, if applicable, with respect to each of Proposals 1-5 presented at the Annual Meeting, including a separate tabulation with respect to each director nominee for office, and the number of votes cast for each of 1 year, 2 years, and 3 years, are set forth below:
Proposal 1: Election of Directors
| For | Withhold | |||
| Dwight H. Egan | 7,967,070 | 8,258 | ||
| Brent Satterfield | 7,967,070 | 8,258 | ||
| Edward J. Borkowski | 7,566,951 | 408,377 | ||
| Frank J. Kiesner | 7,966,923 | 8,405 | ||
| Richard S. Serbin | 7,960,801 | 14,527 |
Proposal 2: Approval of the Form of Articles of Amendment to Articles of Incorporation to Authorize 5,000,000 Shares of Preferred Stock
The Form of Articles of Amendment to Articles of Incorporation to Authorize 5,000,000 shares of Preferred Stock was approved and the voting results of the shares of the Company’s Common Stock were as follows:
| For | Against | Abstain | ||
| 7,780,687 | 190,755 | 3,886 |
Proposal 3: Advisory Vote to Approve Executive Compensation
The executive compensation was approved and the voting results of the shares of the Company’s Common Stock were as follows:
| For | Against | Abstain | ||
| 7,929,233 | 33,669 | 12,426 |
Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
The Company’s Board of Directors’ recommendation of submitting shareholder advisory votes to approve executive compensation every three years was approved and the voting results of the shares of the Company’s Common Stock were as follows:
| For 1 Year | For 2 Years | For 3 Years | Abstain | |||
| 618,796 | 291,752 | 7,036,313 | 28,467 |
Proposal 5: Ratification of Selection of Independent Auditor
The Company’s Board of Directors’ selection of the public accounting firm of Haynie & Company as the Company’s fiscal 2018 independent auditors was ratified and the voting results of the shares of the Company’s Common Stock were as follows:
| For | Against | Abstain | ||
| 7,970,060 | 4,187 | 1,081 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.2 | Form of Certificate of Amendment to Articles of Incorporation of Co-Diagnostics, Inc., dated December 27, 2018. |
SIGNATURE
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. | ||
| By: | /s/ Dwight H. Egan | |
| Name: | Dwight H. Egan | |
| Title: | Chief Executive Officer | |
Date: January 3, 2019
FORM OF ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION
OF CO-DIAGNOSTICS, INC., AS AMENDED
Entity Number: ___________________
Non-Refundable Processing Fee: $37.00
Pursuant to UCA §16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:
1. The name of the corporation is: _____________________________________________________________
2. The date the following amendment(s) was adopted: _____________________________________________
3. If changing the corporation name, the new name of the corporation is:
4. The text of each amendment adopted (include attachment if additional space needed):
Article 3 of the Articles of Incorporation are amended to include
A. The Company is authorized to issue two classes of stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock .” The total number of shares which the Company is authorized to issue is 105,000,000 shares. 100,000,000 shares shall be Common Stock, each having a par value of $0.001. 5,000,000 shares shall be Preferred Stock, each having a par value of $0.001.
B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “ Board of Directors ”) is hereby expressly authorized to provide for the issue of any or all of the unissued and undesignated shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by law. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Company entitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.
5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
____________________________________________________________________________________________
6. Indicate the manner in which the amendment(s) was adopted (mark only one):
______ Adopted by Incorporators or Board of Directors – Shareholder action not required.
XX Adopted by Shareholders – Number of votes cast for amendment was sufficient for approval.
7. Delayed effective date (if not to be effective upon filing) _____________ (MM-DD-YYYY not to exceed 90 days)
Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.
| By: | Dwight H. Egan | |
| Title: | President and Chief Executive Officer | |
| Date: |
State of Utah
DEPARTMENT OF COMMERCE
Division of Corporations & Commercial Code
Articles of Amendment to Articles of Incorporation (Profit)
| A- 1 |