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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation | Note 11 – Stock-Based Compensation Reverse Stock Split On January 1, 2026, the Company effected a 1-for-30 reverse stock split of its common stock. The Reverse Stock Split did not change the par value of the Company’s common stock, which remains $0.001 per share, nor did it change the number of authorized shares of common stock. Proportionate adjustments were made to the number of shares of common stock underlying the Company’s outstanding equity awards and warrants, as well as to the applicable exercise prices. All historical and per-share information has been retroactively adjusted to reflect the Reverse Stock Split. Stock Incentive Plans The Company’s board of directors adopted, and shareholders approved, the Co-Diagnostics, Inc. Amended and Restated 2015 Long Term Incentive Plan (the “Incentive Plan”) providing for the issuance of stock-based incentive awards to employees, officers, consultants, directors and independent contractors. On August 31, 2022, the shareholders approved an increase in the number of awards available for issuance under the Incentive Plan to an aggregate of 400,000 shares of common stock. The Incentive Plan expired on December 31, 2025. The Company’s board of directors adopted in March 2025, and in May 2025 shareholders approved, the Co-Diagnostics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) providing for the issuance of stock-based incentive awards to employees, officers, consultants, directors and independent contractors. At December 31, 2025, the number of awards available for issuance under the 2025 Plan was 246,933, including unused awards which rolled over from the Incentive Plan upon its expiration. No awards have been made under the 2025 Plan. Stock Options The following table summarizes option activity during the years ended December 31, 2025 and 2024: Schedule of Option Activity
|  | Number of Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Fair Value |  |  | Weighted Average Remaining Contractual Life (Years) |
Outstanding at December 31, 2023 |  |  | 34,695 |  |  | $ | 65.70 |  |  | $ | 41.10 |  |  |  | 4.89 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Expired |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Forfeited/Cancelled |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Outstanding at December 31, 2024 |  |  | 34,695 |  |  | $ | 65.70 |  |  | $ | 41.10 |  |  |  | 3.88 |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Expired |  |  | (2,334 | ) |  | $ | 38.77 |  |  | $ | 22.80 |  |  |  |  |
Forfeited/Cancelled |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Exercised |  |  | (758 | ) |  |  | 16.50 |  |  |  | 14.65 |  |  |  |  |
Outstanding at December 31, 2025 |  |  | 31,603 |  |  | $ | 68.91 |  |  | $ | 43.05 |  |  |  | 3.14 |
Exercisable at December 31, 2025 |  |  | 31,603 |  |  | $ | 68.91 |  |  | $ | 43.05 |  |  |  | 3.14 |
There were 758 and 0 options exercised during the years ended December 31, 2025 and 2024, respectively. The aggregate intrinsic value of outstanding options at December 31, 2025 and 2024 was approximately $0 and $0, respectively. As of December 31, 2025, there were no unvested options and no unrecognized stock-based compensation expense related to options. Restricted Stock Units The grant date fair value of RSUs granted is determined using the closing market price of the Company’s common stock on the grant date with the associated compensation expense amortized over the vesting period of the awards. The following table sets forth the outstanding RSUs and related activity for the years ended December 31, 2025 and 2024: Schedule of Outstanding Restricted Stock Units and Related Activity
|  | Number of RSUs |  |  | Weighted Average Grant Date Fair Value |
Unvested at December 31, 2023 |  |  | 97,517 |  |  | $ | 119.70 |
Granted |  |  | 51,834 |  |  |  | 33.30 |
Vested |  |  | (49,306 | ) |  |  | 129.00 |
Forfeited/Cancelled |  |  | (8,634 | ) |  |  | 121.20 |
Unvested at December 31, 2024 |  |  | 91,411 |  |  | $ | 75.00 |
Granted |  |  | 86,847 |  |  |  | 7.58 |
Vested |  |  | (58,092 | ) |  |  | 48.50 |
Forfeited/Cancelled |  |  | (6,141 | ) |  |  | 120.61 |
Unvested at December 31, 2025 |  |  | 114,025 |  |  | $ | 34.51 |
As of December 31, 2025, there was $2,495,988 of unrecognized stock-based compensation expense related to outstanding RSUs which is expected to be recognized over a weighted-average period of 1.7 years. Warrants The Company has issued warrants related to financings, acquisitions and as compensation to third parties for services provided. The Company estimates the fair value of issued warrants on the date of issuance as determined using a Black-Scholes pricing model. The Company amortizes the fair value of issued warrants using a vesting schedule based on the terms and conditions of each warrant if granted for services. The following table summarizes warrant activity during the years ended December 31, 2025 and 2024: Schedule of Warrant Activity
|  |  | Number of Warrants |  |  | Weighted Average Exercise Price |  |  | Weighted Average Fair Value |  |  | Weighted Average Remaining Contractual Life (Years) |
Outstanding at December 31, 2023 |  |  |  | 16,167 |  |  | $ | 264.30 |  |  | $ | 38.70 |  |  |  | 3.0 |
Granted |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Expired |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Forfeited/Cancelled |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Exercised |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Outstanding at December 31, 2024 |  |  |  | 16,167 |  |  | $ | 264.30 |  |  | $ | 30.00 |  |  |  | 2.0 |
Granted |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Expired |  |  |  | (667 | ) |  |  | 42.00 |  |  |  | 455.70 |  |  |  |  |
Forfeited/Cancelled |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Exercised |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Outstanding at December 31, 2025 |  |  |  | 15,500 |  |  | $ | 273.75 |  |  | $ | - |  |  |  | 1.0 |
There were no warrants exercised during the years ended December 31, 2025 and 2024, respectively. The aggregate intrinsic value of outstanding warrants at December 31, 2025 was $0. There are no warrants exercisable at December 31, 2025. The ability to exercise the 15,500 warrants issued in connection with acquisitions in prior years is contingent upon the achievement of certain development and revenue milestones on or before January 1, 2027. There was no unrecognized stock-based compensation expense related to warrants. Stock-Based Compensation Expense The Company recognized stock-based compensation expense as follows: Schedule of Recognized Stock-Based Compensation Expense
|  | Years Ended December 31, |
|  | 2025 |  |  | 2024 |
Cost of sales |  | $ | - |  |  | $ | 20,831 |
Sales and marketing |  |  | 355,838 |  |  |  | 1,068,175 |
General and administrative |  |  | 1,929,440 |  |  |  | 3,985,281 |
Research and development |  |  | (37,225 | ) |  |  | 360,617 |
Total stock-based compensation expense |  | $ | 2,248,053 |  |  | $ | 5,434,904 |

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- Definition Tabular disclosure of share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
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