EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

Co-Diagnostics Reports Third Quarter 2025 Financial Results

 

Salt Lake City, UT – November 13, 2025 – Co-Diagnostics, Inc. (NASDAQ: CODX) (“Co-Diagnostics,” “Co-Dx,” or “the Company”), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, today announced its financial results for the third quarter ended September 30, 2025.

 

Third Quarter 2025 Business Highlights:

 

  Performed in-silico analysis of the primer sets used in its Co-Primers®-based PCR tests for the detection of chikungunya virus (CHIKV), showing high homology against over 1,200 CHIKV sequences and confirming reactivity of CHIKV primers against known recent strains of the virus
  Company closed on a Registered Direct Offering (RDO) with gross proceeds of approximately $3.8 million before deducting offering expenses

 

Business Highlights Subsequent to Third Quarter 2025:

 

  Signed definitive agreement with Arabian Eagle Manufacturing to research, develop, manufacture, assemble, distribute, and commercialize Co-Dx technologies and intellectual property in KSA and 18 MENA nations through the JV CoMira Diagnostics, fulfilling the objective of the MOU signed in September 2025.
  Announced formation of newly organized artificial intelligence (AI) business unit led by Chief Technology & AI Officer Christopher Thurston, to integrate the Company’s existing and planned AI applications into the Co-Dx™ Primer Ai™ platform
  Developed a proprietary sample preparation instrument designed to streamline and simplify workflow for point-of-care (PoC) Co-Dx PCR Mycobacterium Tuberculosis (MTB) Test
  Engaged Maxim Group LLC to pursue a strategic transaction which may include a SPAC transaction for CoSara Diagnostics, the Company’s joint venture in India
  Subsequent to quarter end, the Company closed on RDO with gross proceeds of approximately $7.0 million before deducting offering expenses

 

Third Quarter 2025 Financial Results:

 

  Revenue of $0.1 million, a decrease as compared to $0.6 million in Q3 2024, primarily related to a reduction in grant revenue recognized compared to the prior period
  Operating expenses of approximately $7.1 million, a decrease of 32.6% year-over-year
  Operating loss of $7.0 million compared to $10.2 million in Q3 2024
  Net loss of $5.9 million, representing a loss of $0.16 per fully diluted share, compared to net loss of $9.7 million representing a loss of $0.32 per fully diluted share in Q3 2024
  Adjusted EBITDA loss of $6.3 million
  Cash, cash equivalents, and marketable securities of $11.4 million as of September 30, 2025

 

“We are entering one of the most active and strategically important periods in our Company’s history,” said Dwight Egan, Co-Diagnostics Chief Executive Officer. “CoMira Diagnostics, our new joint venture in the Kingdom of Saudi Arabia, establishes a strong commercial presence in the KSA and 18 additional MENA markets, expanding our international footprint and supporting the localization of advanced molecular diagnostics in one of the world’s fastest-growing healthcare regions. Additionally, our recently-announced engagement of Maxim to pursue a strategic transaction, including a SPAC transaction with our India joint venture, CoSara, if completed, would represent a significant step toward unlocking value from our India joint venture for our shareholders.”

 

Mr. Egan continued, “In parallel, we have launched a dedicated AI business unit to unify our proprietary applications under the Co-Dx Primer Ai platform and are preparing to initiate clinical evaluations for our upper-respiratory multiplex test supported by a grant from the NIH’s RADx Tech® program. Together, these initiatives reflect the execution of a cohesive strategy built on financial strength, technological innovation, and scientific leadership that is intended to position Co-Diagnostics for potential sustainable growth, expanded global reach, and long-term value creation.”

 

Conference Call and Webcast:

 

Co-Diagnostics will host a conference call and webcast at 4:30 p.m. EDT today to discuss its financial results with analysts and institutional investors. The conference call and webcast will be available via:

 

Webcast: ir.co-dx.com on the Events & Webcasts page, or accessible directly here

 

Conference Call: 1-888-880-3330 (Toll Free) or 1-646-357-8766 (Toll)

 

The call will be recorded and later made available on the Company’s website.

 

*The Co-Dx PCR platform (including the PCR Home™, PCR Pro™, mobile app, and all associated tests) is subject to review by the FDA and/or other regulatory bodies and is not yet available for sale.

 

 
 

 

About Co-Diagnostics, Inc.

 

Co-Diagnostics, Inc., a Utah corporation, is a molecular diagnostics company that develops, manufactures and markets state-of-the-art diagnostics technologies. The Company’s technologies are utilized for tests that are designed to detect and/or analyze nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests for its Co-Dx PCR at-home and point-of-care platform (subject to regulatory review and not currently for sale) and to identify genetic markers for use in applications other than infectious disease.

 

Non-GAAP Financial Measures:

 

This press release contains adjusted EBITDA, which is a non-GAAP measure defined as net income excluding depreciation and amortization, income tax (benefit) expense, net interest (income) expense, stock-based compensation, change in fair value of contingent consideration, realized gain (loss) on investments, and (gain) loss on disposition of assets. The Company believes that adjusted EBITDA provides useful information to management and investors relating to its results of operations. The Company’s management uses this non-GAAP measure to compare the Company’s performance to that of prior periods for trend analyses, and for budgeting and planning purposes. The Company believes that the use of adjusted EBITDA provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other companies, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making. Adjusted EBITDA may differ from similarly titled measures used by other companies and should not be considered in isolation or as a substitute for measures of financial performance prepared in accordance with GAAP. Management uses Adjusted EBITDA solely as a supplemental tool to evaluate operating performance and for internal budgeting and planning purposes.

 

Management does not consider the non-GAAP measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of the non-GAAP financial measure is that it excludes significant expenses that are required by GAAP to be recorded in the Company’s financial statements. In order to compensate for these limitations, management presents the non-GAAP financial measure together with GAAP results. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. A reconciliation table of the net income, the most comparable GAAP financial measure to adjusted EBITDA, is included at the end of this release. The Company urges investors to review the reconciliation and not to rely on any single financial measure to evaluate the company’s business.

 

Forward-Looking Statements:

 

This press release contains forward-looking statements. Forward-looking statements can be identified by words such as “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “will” and similar expressions, or the negative of these words. Such forward-looking statements are based on facts and conditions as they exist at the time such statements are made and predictions as to future facts and conditions. Forward-looking statements in this release include statements regarding (i) the anticipated benefits, timing, and outcomes of the Company’s strategic initiatives, including its CoMira Diagnostics joint venture and the planned CoSara strategic or SPAC transaction; (ii) the development, regulatory review, and potential commercialization of the Co-Dx PCR platform, Primer Ai™ platform, and related AI or point-of-care technologies; (iii) the Company’s plans to initiate or advance clinical evaluations and regulatory submissions; and (iv) expectations regarding financial strength, strategic positioning, and long-term value creation. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances. Actual results may differ materially from those contemplated or anticipated by such forward-looking statements. Readers of this press release are cautioned not to place undue reliance on any forward-looking statements. There can be no assurance that any of the anticipated results will occur on a timely basis or at all due to certain risks and uncertainties, a discussion of which can be found in our Risk Factors disclosure in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 27, 2025, and in our other filings with the SEC. The Company does not undertake any obligation to update any forward-looking statement relating to matters discussed in this press release, except as may be required by applicable securities laws.

 

Company Contact:

 

Andrew Benson

Head of Investor Relations

+1 801-438-1036

investors@codiagnostics.com

 

Investor Contact:

 

Valter Pinto, Managing Director

KCSA Strategic Communications

+1 212.896.1254

CODX@KCSA.com

 

Media Contact:

 

Jennifer Webb

ColtrinMethod PR

jcoltrin@coltrinmethodpr.com

 

 
 

 

CO-DIAGNOSTICS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   September 30, 2025   December 31, 2024 
Assets          
Current assets          
Cash and cash equivalents  $11,443,943   $2,936,544 
Marketable investment securities   -    26,811,098 
Accounts receivable, net   55,905    132,570 
Inventory, net   1,089,956    1,072,724 
Income taxes receivable   923,217    - 
Prepaid expenses and other current assets   541,946    1,338,762 
Total current assets   14,054,967    32,291,698 
Property and equipment, net   2,485,112    2,761,280 
Operating lease right-of-use asset   1,439,779    2,114,876 
Intangible assets, net   26,101,000    26,101,000 
Investment in joint venture   659,903    731,065 
Total assets  $44,740,761   $63,999,919 
Liabilities and stockholders’ equity          
Current liabilities          
Accounts payable  $1,458,397   $3,294,254 
Accrued expenses   1,204,660    2,562,169 
Operating lease liability, current   744,156    915,619 
Contingent consideration liabilities, current   239,955    502,819 
Deferred revenue   45,557    40,857 
Total current liabilities   3,692,725    7,315,718 
Long-term liabilities          
Income taxes payable   491,848    713,643 
Operating lease liability   727,943    1,236,560 
Contingent consideration liabilities   -    422,080 
Total long-term liabilities   1,219,791    2,372,283 
Total liabilities   4,912,516    9,688,001 
Commitments and contingencies (Note 10)          
Stockholders’ equity          
Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively   -    - 
Common stock, $0.001 par value; 100,000,000 shares authorized; 52,991,260 shares issued and 48,142,582 shares outstanding as of September 30, 2025 and 37,902,222 shares issued and 33,053,544 shares outstanding as of December 31, 2024   52,991    37,902 
Treasury stock, at cost; 4,848,678 shares held as of September 30, 2025 and December 31, 2024, respectively   (15,575,795)   (15,575,795)
Additional paid-in capital   109,447,214    102,472,210 
Accumulated other comprehensive income   94,888    418,443 
Accumulated deficit   (54,191,053)   (33,040,842)
Total stockholders’ equity   39,828,245    54,311,918 
Total liabilities and stockholders’ equity  $44,740,761   $63,999,919 

 

 
 

 

CO-DIAGNOSTICS, INC. AND SUBSIDIARES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   Three Months Ended September 30, 
   2025   2024 
Product revenue  $145,380   $206,876 
Grant revenue   -    434,265 
Total revenue   145,380    641,141 
Cost of revenue   26,285    297,403 
Gross profit   119,095    343,738 
Operating expenses          
Sales and marketing   568,937    1,059,745 
General and administrative   1,815,945    4,287,380 
Research and development   4,480,678    4,880,315 
Depreciation and amortization   267,383    351,235 
Total operating expenses   7,132,943    10,578,675 
Loss from operations   (7,013,848)   (10,234,937)
Other income (expense), net          
Interest income, net   13,194    263,335 
Realized gain on investments   41,542    293,067 
Gain (loss) on disposition of assets   4,000    3,513 
Gain (loss) on remeasurement of acquisition contingencies   (42,345)   (11,927)
Gain (loss) on equity method investment in joint venture   (55,959)   12,683 
Total other income (expense), net   (39,568)   560,671 
Loss before income taxes   (7,053,416)   (9,674,266)
Income tax provision (benefit)   (1,166,593)   22,189 
Net loss  $(5,886,823)  $(9,696,455)
Other comprehensive income (loss)          
Change in net unrealized gains (losses) on marketable securities, net of tax   (39,180)   37,158 
Total other comprehensive income (loss)  $(39,180)  $37,158 
Comprehensive loss  $(5,926,003)  $(9,659,297)
           
Loss per common share:          
Basic and Diluted  $(0.16)  $(0.32)
Weighted average shares outstanding:          
Basic and Diluted   37,890,923    30,494,206 

 

 
 

 

CO-DIAGNOSTICS, INC. AND SUBSIDIARES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

Reconciliation of net loss to adjusted EBITDA:

 

   Three Months Ended September 30, 
   2025   2024 
Net loss  $(5,886,823)  $(9,696,455)
Interest income, net   (13,194)   (263,335)
Realized gain on investments   (41,542)   (293,067)
Depreciation and amortization   267,383    351,235 
Gain on disposition of assets   (4,000)   (3,513)
Change in fair value of contingent consideration   42,345    11,927 
Stock-based compensation expense   500,585    1,045,583 
Income tax provision (benefit)   (1,166,593)   22,189 
Adjusted EBITDA  $(6,301,839)  $(8,825,436)