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Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

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:

	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:


	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