Co-Diagnostics Secures $3.1M Toxic Convertible Loan, Cedes ATM Proceeds to Lender
CODX sits 36% above its 52-week low of $0.906 on elevated volume (1.9× avg).
Summary
Co-Diagnostics took a $2.1M convertible loan with a 35% OID, ceded all ATM proceeds to the lender, and agreed to a forced reverse split if shares stay below $1.00. The lender can convert at a deep discount to market with a $0.218 floor price.
Key Events · Financing and Capital Events · CODX
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Toxic Convertible Loan Closed
Co-Diagnostics borrowed $2.1M from J.J. Astor & Co. but issued a note with $2.835M principal — a 35% original issue discount. Net cash proceeds were only $2.016M after a 4% origination fee.
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Deep-Discount Conversion Terms
Lender can convert at 90% of the lowest VWAP over 10 trading days, with a floor price of $0.218 per share. At today's $1.23 price, conversion would be highly dilutive to existing shareholders.
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ATM Proceeds Ceded to Lender
100% of ATM net proceeds now flow to a lender-controlled DACA account. The first $1.0M goes entirely to the lender, then 80% until weekly payments are met. The company loses control of its primary funding source.
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Forced Reverse Split Covenant
If the stock trades below $1.00 for 10 consecutive days, the company must effect a reverse split to push the price above $5.00. Stockholder approval for up to 1-for-750 reverse split is required by November 10, 2026.
Analysis · CODX · Industrial Applications And Services
Co-Diagnostics entered into a senior secured convertible loan with J.J. Astor & Co. that carries deeply coercive terms. The company received only $2.016M in net cash but owes $2.835M in principal — a 35% original issue discount. The lender can convert at 90% of the lowest VWAP over 10 days, with a floor price of just $0.218 per share, creating massive potential dilution. Critically, 100% of ATM proceeds now flow to a lender-controlled account, stripping the company of its primary funding source. The deal also forces a reverse stock split if shares trade below $1.00 for 10 days, and requires stockholder approval by November 10, 2026. This is survival financing on punitive terms for a company already under a going-concern warning with only $3.6M in cash.
How filings like this one have moved
In the 30 days to Oct 13, 2026, 44.4% of the 297 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.63%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, CODX was trading at $1.23 on NASDAQ in the Industrial Applications And Services sector, with a market capitalization of approximately $9.3M. The 52-week trading range was $0.91 to $46.50. This filing was assessed with negative market sentiment and an importance score of 9 out of 10.