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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): November 10, 2022
CO-DIAGNOSTICS, INC.
(Exact name of small business issuer as specified in its charter)
| Utah | 1-38148 | 46-2609363 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | 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)) |
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 ☒
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 2.02. Results of Operations and Financial Condition.
On November 10, 2022, Co-Diagnostics, Inc. (the “Company”) issued a press release announcing financial results for its quarter ended September 30, 2022. The full text of the press release, which includes information regarding the Company’s use of a non-GAAP financial measure, is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 2.02 or Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD. Disclosure.
The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No.: | Description: | |
| 99.1 | Press Release, dated November 10, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| Date: November 10, 2022 | By: | /s/ Brian Brown |
| Name: | Brian Brown | |
| Title: |
Chief Financial Officer (Principal Financial and Accounting Officer) |
|
Exhibit 99.1
Co-Diagnostics, Inc. Reports Third Quarter 2022 Financial Results
Nearing commencement of clinical evaluations for the Co-Dx PCR Home platform
COVID-19 test volumes continue to impact third quarter results
SALT LAKE CITY, November 10, 2022— Co-Diagnostics, Inc. (NASDAQ: CODX), a molecular diagnostics company with a unique, patented platform for the development of molecular diagnostic tests, announced today financial results for the third quarter ended September 30, 2022.
Third Quarter 2022 Financial Results:
| ● | Revenue of $5.1 million, down from $30.1 million during the prior year period, but an increase of 1.4% from the current year second quarter |
| ● | Gross profit of $4.3 million, representing 84.9% of consolidated revenue |
| ● | Operating loss of $6.5 million compared to operating income of $13.6 million a year ago, due to lower sales volumes and continued investments into research and development for the Co-Dx PCR Home Platform |
| ● | Net loss of $1.4 million, compared to a net income of $11.5 million in the prior-year third quarter, representing a loss of $0.04 per fully diluted share |
| ● | Adjusted EBITDA loss of $4.1 million |
| ● | Repurchased 2.9 million shares during the third quarter at an average price of $3.61 per share |
| ● | Cash, cash equivalents, and marketable securities of $86.5 million as of September 30, 2022 |
| ● | Cash flow from operations of $10.6 million for the nine months ended September 30, 2022, of which $1.1 million was generated in the third quarter |
Dwight Egan, Co-Diagnostics’ Chief Executive Officer, remarked “While our third quarter results were impacted by lower demand for our COVID-19 test, we made significant progress on our Co-Dx PCR Home™ platform which is nearing its final stages. In addition to expecting clinical trials to begin in the very near future, our ability to generate positive cash flow from operations during the quarter supported further development and optimization efforts for our Co-Dx PCR Home platform. Our team remains driven by enhancing the platform so it becomes the new standard for PCR at-home and point-of-care testing, while also expanding our suite of tests for our clinical laboratory business segment.”
Mr. Egan added, “I am proud of our team’s focused execution. We remain confident in our strategy and our unique portfolio of innovative testing products which is further reflected by our team repurchasing almost 10% of shares outstanding during the quarter. Our patented CoPrimer™ technology and patent-pending design of the new Co-Dx PCR Home platform extend our capabilities, aspirations, and potential far beyond COVID-19 and together with our efficient operations will drive future value for our shareholders.”
Third Quarter 2022 and Recent Business Highlights:
| ● | Announced shipment of our Monkeypox Virus Test |
| ● | Announced expansion of our OEM Agreement with Bio Molecular Systems |
| ● | Announced appointment of Dr. Mark Poritz as new Chief Scientific Officer |
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.codiagnostics.com on the Events & Webcasts page
Conference Call: 877-317-6789 (domestic) or 412-317-6789 (international)
The call will be recorded and later made available on the Company’s website: https://codiagnostics.com.
The Co-Dx PCR Home platform is subject to FDA review and is not currently 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 using the detection and/or analysis of nucleic acid molecules (DNA or RNA). The Company also uses its proprietary technology to design specific tests to locate genetic markers for use in industries other than infectious disease and license the use of those tests to specific customers.
Non-GAAP Financial Measures:
This press release contains adjusted EBITDA, which is a non-GAAP measure defined as net income excluding depreciation, amortization, income tax (benefit) expense, net interest (income) expense, stock-based compensation, and one-time transaction related costs. 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.
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 tables 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 initiation of clinical studies, completion of development and FDA submission for approval of the new Co-Dx at-home/point-of-care PCR testing device. 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 24, 2022, 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 |
Investor Relations Contact: Zachary Mizener |
|
Head of Investor Relations +1 801-438-1036 |
Lambert & Co. +1 616-233-0500 |
| investors@codiagnostics.com | zmizener@lambert.com |
CO-DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 81,507,983 | $ | 88,607,234 | ||||
| Marketable investment securities | 4,982,350 | 1,255,266 | ||||||
| Accounts receivable, net | 7,961,664 | 20,839,182 | ||||||
| Inventory | 5,441,726 | 2,004,169 | ||||||
| Income taxes receivable | 705,849 | - | ||||||
| Prepaid expenses and other current assets | 1,241,143 | 2,338,444 | ||||||
| Note receivable | 75,000 | 75,000 | ||||||
| Total current assets | 101,915,715 | 115,119,295 | ||||||
| Property and equipment, net | 2,438,112 | 1,933,216 | ||||||
| Operating lease right-of-use asset | 456,251 | - | ||||||
| Goodwill | 15,388,546 | 14,706,818 | ||||||
| Intangible assets, net | 26,875,000 | 27,195,000 | ||||||
| Investment in joint venture | 748,737 | 1,004,953 | ||||||
| Note receivable | 18,750 | 75,000 | ||||||
| Total assets | $ | 147,841,111 | $ | 160,034,282 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 2,055,889 | $ | 607,506 | ||||
| Accrued expenses, current | 1,511,720 | 3,859,652 | ||||||
| Operating lease liability, current | 292,536 | - | ||||||
| Contingent consideration liabilities, current | 2,152,064 | 5,767,304 | ||||||
| Income taxes payable | - | 2,213,088 | ||||||
| Deferred revenue | - | 150,000 | ||||||
| Total current liabilities | 6,012,209 | 12,597,550 | ||||||
| Long-term liabilities | ||||||||
| Income taxes payable | 1,559,557 | 1,067,853 | ||||||
| Deferred tax liability | 3,797,158 | 7,228,444 | ||||||
| Operating lease liability | 126,280 | - | ||||||
| Contingent consideration liabilities | 1,400,490 | 4,665,337 | ||||||
| Total long-term liabilities | 6,883,485 | 12,961,634 | ||||||
| Total liabilities | 12,895,694 | 25,559,184 | ||||||
| Commitments and contingencies (Note 12) | ||||||||
| Stockholders’ equity | ||||||||
| Convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | - | - | ||||||
| Common stock, $0.001 par value; 100,000,000 shares authorized; 34,332,182 shares issued and 30,917,856 shares outstanding as of September 30, 2022 and 33,819,862 shares issued and outstanding as of December 31, 2021 | 34,332 | 33,820 | ||||||
| Treasury stock, at cost; 3,414,326 and 0 shares held as of September 30, 2022 and December 31, 2021, respectively | (12,994,373 | ) | - | |||||
| Additional paid-in capital | 86,068,948 | 80,271,999 | ||||||
| Accumulated earnings | 61,836,510 | 54,169,279 | ||||||
| Total stockholders’ equity | 134,945,417 | 134,475,098 | ||||||
| Total liabilities and stockholders’ equity | $ | 147,841,111 | $ | 160,034,282 | ||||
CO-DIAGNOSTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | 5,094,456 | $ | 30,101,353 | $ | 32,816,726 | $ | 77,484,262 | ||||||||
| Cost of revenue | 767,936 | 3,311,255 | 4,965,319 | 9,088,175 | ||||||||||||
| Gross profit | 4,326,520 | 26,790,098 | 27,851,407 | 68,396,087 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing | 1,889,907 | 4,253,091 | 6,014,280 | 11,303,950 | ||||||||||||
| General and administrative | 3,622,273 | 2,919,498 | 9,012,888 | 8,323,620 | ||||||||||||
| Research and development | 5,037,461 | 5,893,350 | 12,698,632 | 12,779,573 | ||||||||||||
| Depreciation and amortization | 312,494 | 94,038 | 984,100 | 232,757 | ||||||||||||
| Total operating expenses | 10,862,135 | 13,159,977 | 28,709,900 | 32,639,900 | ||||||||||||
| Income (loss) from operations | (6,535,615 | ) | 13,630,121 | (858,493 | ) | 35,756,187 | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 298,184 | 11,379 | 371,248 | 36,565 | ||||||||||||
| Gain (loss) on disposition of assets | 4,044 | - | (138,117 | ) | - | |||||||||||
| Gain on remeasurement of acquisition contingencies | 2,886,734 | - | 7,079,446 | - | ||||||||||||
| Loss on equity method investment in joint venture | (129,047 | ) | (64,940 | ) | (256,911 | ) | (401,288 | ) | ||||||||
| Total other income (expense) | 3,059,915 | (53,561 | ) | 7,055,666 | (364,723 | ) | ||||||||||
| Income (loss) before income taxes | (3,475,700 | ) | 13,576,560 | 6,197,173 | 35,391,464 | |||||||||||
| Income tax provision (benefit) | (2,114,638 | ) | 2,100,594 | (1,470,058 | ) | 6,231,310 | ||||||||||
| Net income (loss) | $ | (1,361,062 | ) | $ | 11,475,966 | $ | 7,667,231 | $ | 29,160,154 | |||||||
| Earnings per common share: | ||||||||||||||||
| Basic | $ | (0.04 | ) | $ | 0.40 | $ | 0.24 | $ | 1.01 | |||||||
| Diluted | $ | (0.04 | ) | $ | 0.38 | $ | 0.23 | $ | 0.98 | |||||||
| Weighted average shares outstanding: | ||||||||||||||||
| Basic | 31,321,368 | 28,941,357 | 32,109,213 | 28,800,450 | ||||||||||||
| Diluted | 31,321,368 | 29,952,690 | 33,002,539 | 29,872,415 | ||||||||||||
CO-DIAGNOSTICS, INC. AND SUBSIDIARIES
GAAP AND NON-GAAP MEASURES
(Unaudited)
Reconciliation of net income to adjusted EBITDA:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net income | $ | (1,361,062 | ) | $ | 11,475,966 | $ | 7,667,231 | $ | 29,160,154 | |||||||
| Interest income | (298,184 | ) | (11,379 | ) | (371,248 | ) | (36,565 | ) | ||||||||
| Depreciation and amortization | 312,494 | 94,038 | 984,100 | 232,757 | ||||||||||||
| Transaction costs | 13,038 | - | 139,209 | - | ||||||||||||
| Change in fair value of contingent consideration | (2,886,734 | ) | - | (7,079,446 | ) | - | ||||||||||
| Stock-based compensation expense | 2,230,434 | 1,410,944 | 5,138,815 | 3,851,293 | ||||||||||||
| Income tax provision | (2,114,638 | ) | 2,100,594 | (1,470,058 | ) | 6,231,310 | ||||||||||
| Adjusted EBITDA | $ | (4,104,652 | ) | $ | 15,070,163 | $ | 5,008,603 | $ | 39,438,949 | |||||||