Co-Diagnostics (CODX) 10-Q 14 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 12, 2019
Document And Entity Information
Entity Registrant Name	Co-Diagnostics, Inc.
Entity Central Index Key	0001692415
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		17,118,766
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 3,856,009	$ 950,237
Accounts receivables, net	62,985	13,420
Inventory	8,233	18,153
Prepaid expenses	633,036	70,103
Total current assets	4,560,263	1,051,913
Other Assets
Property and equipment, net	172,501	156,138
Investment in joint venture	585,121	345,121
Total other assets	757,622	501,259
Total assets	5,317,885	1,553,172
Current Liabilities
Accounts payable	35,897	148,967
Accrued expenses	156,182	174,444
Accrued expenses (related party)	120,000	120,000
Notes payable net of discount of $0 and $91,428		1,908,572
Total current liabilities	312,079	2,351,983
Long-term Liabilities, net of current portion
Accrued expenses-long-term (related party)	200,000	260,000
Total long-term liabilities, net of current portion	200,000	260,000
Total liabilities	512,079	2,611,983
Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIT):
Convertible preferred stock, $.001 par value; 5,000,000 shares authorized, 28,000 and no shares issued and outstanding, respectively	28
Common stock, $.001 par value, 100,000,000 shares authorized; 17,115,766 and 12,923,373 shares issued and outstanding, respectively.	17,116	12,923
Additional paid-in capital	26,195,614	17,622,433
Accumulated deficit	(21,406,952)	(18,694,167)
Total stockholders' equity (deficit)	4,805,806	(1,058,811)
Total liabilities and stockholders' equity (deficit)	$ 5,317,885	$ 1,553,172

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Current notes payable, discount	$ 0	$ 91,428
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	28,000
Preferred stock, shares outstanding	28,000
Common stock, par value	$ .001	$ .001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	17,115,766	12,923,373
Common stock, shares outstanding	17,115,766	12,923,373

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Net sales	$ 61,574	$ 9,696	$ 64,974	$ 19,392
Cost of sales	38,809		39,261
Gross profit	22,765	9,696	25,713	19,392
Operating expenses:
Sales and marketing	252,076	143,890	508,179	239,153
Administrative and general	807,769	848,668	1,448,132	1,730,714
Research and development	312,590	357,889	659,896	655,304
Depreciation and amortization	16,094	12,615	29,762	25,018
Total operating expenses	1,388,529	1,363,062	2,645,969	2,650,189
Loss from operations	(1,365,764)	(1,353,366)	(2,620,256)	(2,630,797)
Other expense:
Interest expense			(106,427)
Interest income	19,640	6,280	20,048	13,841
Gain on disposition of assets			850
Gain (loss) on equity method investment in joint venture	1,728	(25,091)	(7,000)	(65,454)
Total other expense	21,368	(18,811)	(92,529)	(51,613)
Loss before income taxes	(1,344,396)	(1,372,177)	(2,712,785)	(2,682,410)
Provision for income taxes
Net loss	$ (1,344,396)	$ (1,372,177)	$ (2,712,785)	$ (2,682,410)
Basic and diluted income (loss) per common share	$ (0.08)	$ (0.11)	$ (0.16)	$ (0.22)
Weighted average common shares outstanding, basic and diluted	17,017,964	12,337,133	16,544,926	12,330,883

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (2,712,785)	$ (2,682,410)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	29,762	25,018
Stock based compensation	294,677	75,000
Accretion of notes payable discount	91,428
Gain on disposition of assets	(850)
Loss of equity method investment	7,000	65,454
Changes in assets and liabilities:
Increase in accounts and other receivables	(42,065)
Decrease in deferred income		(19,392)
(Increase) decrease in prepaid and other assets	(183,446)	656,845
Decrease in inventory	9,920	9,068
Decrease in accounts payable and accrued expenses	(191,332)	(66,081)
Net cash used in operating activities	(2,697,691)	(1,936,498)
Cash flows from investing activities:
Purchase of property and equipment	(52,775)	(9,689)
Investment in joint venture	(247,000)	(60,000)
Net cash used by investing activities	(299,775)	(69,689)
Cash flows from financing activities:
Proceeds from sale of common stock	5,496,002
Proceeds from sale of preferred stock	1,000,000
Payment of offering costs	(592,764)
Net cash provided by financing activities	5,903,238
Net increase (decrease) in cash	2,905,772	(2,006,187)
Cash and cash equivalents beginning of period	950,237	3,534,454
Cash and cash equivalents end of period	3,856,009	1,528,267
Supplemental disclosure of cash flow information:
Interest paid	15,000
Income taxes paid

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Note 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q as they are prescribed for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the three and six-month periods ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. These statements should be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K filed on March 28, 2019. Certain 2018 financial statement amounts have been reclassified to conform to 2019 presentations. Description of Business Co-Diagnostics, Inc. (“we,” “our,” the “Company” or “CDI”), a Utah corporation headquartered in Salt Lake City, Utah, is a molecular diagnostics company formed in April 2013 that develops, manufactures and markets a new, state-of-the-art diagnostics technology. CDI’s diagnostics systems are designed to enable very rapid, low-cost, sophisticated molecular testing for organisms and genetic diseases by greatly automating historically complex procedures in both the development and administration of tests. CDI’s newest technical advance involves a novel approach to Polymerase Chain Reaction (“PCR”) primer design (CoPrimers™) that eliminates one of the key vexing issues of PCR amplification, the exponential growth of primer-dimer pairs which adversely interferes with identification of the target DNA. In addition, CDI scientists have enhanced the understanding of the mathematics of DNA test design, so as to “engineer” a DNA test and automate algorithms to screen millions of possible designs to optimize DNA test design. CDI’s proprietary platform of Co-Dx™ technologies integrates and streamlines these steps as it analyzes biological samples. Co-Diagnostics’ portfolio of molecular diagnostics development products and tests represents a new advancement in the understanding of the molecular interactions of DNA. The Company uses highly specialized, proprietary cooperative-theory mathematics that may lead to a revolutionary leap forward in the detection of infectious diseases, genetic disorders and other conditions. CoDx™ tests are a fraction of the cost of other DNA-based tests, designed for a new generation of affordable, mobile point-of-care diagnostic devices and compatible with many other devices, creating opportunities for state-of-the-art diagnostics available anywhere in the world, including developing countries. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. The Company, an emerging growth company (“EGC”), has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to clarify guidance on the presentation and classification of certain cash receipts and payments in the statement of cash flows. This update was issued with the intent of reducing diversity in practice with respect to eight types of cash flows. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for public EGC companies like us. The update did not have a significant impact on the Company’s financial statements. In February 2016, the FASB issued ASU No. 2016-02 Leases (Topic 842), which requires recognition of leased assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual periods and interim periods with those periods beginning after December 15, 2019, for public EGC companies like us. Management is currently evaluating the impact that the updated standard will have on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09: “Revenue from Contracts with Customers (Topic 606)” which supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition”, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additional revenue recognition updates were also issued in 2016 and 2017, which further clarified certain aspects of the new revenue recognition guidance. The new authoritative guidance is effective for interim and annual periods beginning after December 15, 2018, for public EGC companies like us. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (the full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). The Company adopted the modified retrospective method. The update did not to have a significant impact on the Company’s financial statements.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 - Significant Accounting Policies Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the three and six months ended June 30, 2019, and 2018, respectively, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. For the three and six months ended June 30, 2019, there were 2,224,575 potentially dilutive shares consisting of; (i) 1,247,707 outstanding options, (ii) 953,535 outstanding warrants and (iii) 2,333,333 for issued and outstanding convertible preferred stock. For the three and six months ended June 30, 2018, there were 1,028,969 potentially dilutive shares consisting of 322,707 outstanding options and 706,262 outstanding warrants. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates. Accounts Receivable Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. At June 30, 2019 total accounts receivable was $73,108 with an allowance for uncollectable accounts of $10,123 resulting in a net amount of $62,985.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3 – Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses and has not demonstrated the ability to generate sufficient cash flows from operations to satisfy our liabilities and sustain operations. These factors raise substantial doubt about our ability to continue as a going concern. We experienced negative cash flow used in operations during the six months ending June 30, 2019 of $2,697,691 compared to negative cash flow used in operations for the six months ended June 30, 2018 of $1,936,498. The negative cash flow was met by cash reserves. The amount of our operating deficit could decrease or increase significantly depending on strategic and other operating decisions, thereby affecting our need for additional capital. We expect our operating losses will continue until we are able to generate revenue. Until our operations become profitable, we will continue to rely on proceeds received from external funding. We expect additional investment capital may come from (i) additional private placements of our common stock with existing and new investors and (ii) the private placement of other securities with investors similar to those that have provided funding in the past. Our continuation as a going concern is dependent on our ability to generate sufficient income and cash flow to meet our obligations on a timely basis and to obtain additional financing as may be required. The Company is actively seeking options to obtain additional capital and financing.

Equity

Equity	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
Equity	Note 4 – Equity 2019 In January 2019, we entered into a securities purchase agreement with investors, whereby the investors purchased from the Company 30,000 shares of Series A Convertible Preferred Stock of the Company for a purchase price of $3,000,000. The purchase price was paid by the investors with $1.0 million in cash and the conversion of a $2.0 million note owed by the Company to the investors. The investors may not convert the Series A Preferred Stock to the extent that such conversion would result in beneficial ownership by the investors and their affiliates of more than 4.99% of the issued and outstanding Common Stock of the Company. In February 2019, we completed the sale of 3,925,716 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $1.40 per share in a registered direct offering. The aggregate gross proceeds for the sale of the Common Shares was $5,496,002 and we received net proceeds of $4,903,238 after offering costs of $592,764. In March 2019, we issued 166,667 shares of our common stock to an individual who converted 2,000 shares of our Series A Preferred Stock to common stock at a conversion price calculated by multiplying the number of preferred shares being converted by $100 and dividing the result by $1.20. In June 2019, we issued 100,000 shares of our common stock to a company valued at $80,400 pursuant to a professional services agreement. 2018 In March 2018, the Company issued 9,225 shares of our common stock valued at $25,000 to a company for services rendered. In April 2018, the Company issued 13,368 shares of our common stock valued at $25,000 to a company for services rendered. In June 2018, the Company issued 8,250 shares of our common stock valued at $25,000 to a company for services rendered. Co-Diagnostics, Inc. Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) Convertible Preferred Stock Common Stock Additional Paid-In- Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2018 — $ — 12,923,383 $ 12,923 $ 17,622,433 $ (18,694,167 ) $ (1,058,811 ) Public offering, net of offering costs of $592,764 — — 3,925,716 3,926 4,899,312 — 4,903,238 Issuance of Preferred Stock 30,000 30 — — 2,999,970 — 3,000,000 Stock-based compensation expense — — — — 87,794 — 87,794 Conversion of Preferred Stock to Common (2,000 ) (2 ) 166,667 167 (165 ) — — Net loss — — — — — (1,368,389 ) (1,368,389 ) Balance as of March 31, 2019 28,000 $ 28 17,015,766 $ 17,016 $ 25,609,344 $ (20,062,556 ) $ 5,563,832 Stock-based compensation — — — — 505,970 — 505,970 Issuance of common stock for services — 100,000 100 80,300 80,400 Net loss — — — — — (1,344,396 ) (1,344,396 ) Balance as of June 30, 2019 28,000 $ 28 17,115,766 $ 17,116 $ 26,195,614 $ (21,406,952 ) $ 4,805,806 Balance as of December 31, 2017 — $ — 12,317,184 $ 12,317 $ 16,260,651 (12,422,444 ) 3,850,524 Issuance of Common Stock for Services — — 9,225 9 24,991 — 25,000 Net loss — — — — (1,310,233 ) (1,310,233 ) Balance as of March 31, 2018 — $ — 12,326,409 $ 12,326 $ 16,285,642 $ (13,732,677 ) $ 2,565,291 Stock-based compensation — — 21,618 22 49,978 — 50,000 Net loss — — — — — (1,372,177 ) (1,372,177 ) Balance as of June 30, 2018 — $ — 12,348,027 $ 12,348 $ 16,335,620 $ (15,104,854 ) $ 1,243,114

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2019
Debt Disclosure [Abstract]
Notes Payable	Note 5 – Notes Payable On August 3, 2018, we entered into a Note Purchase Agreement with Robert Salna, an existing shareholder of the Company and prior investor in the Company’s convertible debt securities. Pursuant to the agreement, the Company issued to Mr. Salna a Promissory Note, dated August 3, 2018, in the principal amount of $2,000,000 (the “Note”) in exchange for a loan to the Company of equal principal amount. On January 30, 2019, we entered into a securities purchase agreement with investors, whereby the investors purchased from the Company 30,000 shares of Series A Convertible Preferred Stock of the Company for a purchase price of $3,000,000. The purchase price was paid by the investors with $1.0 million in cash and the conversion of a $2.0 million note owed by the Company to the investors. Upon conversion we recognized $78,241 as interest expense for the unamortized debt discount. For the six months ended June 30, 2019 we included $106,409 in interest expense of which $15,000 was for interest paid and $91,427 was for accretion of note discount.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2019
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation	Note 6 – Stock-based Compensation Stock Incentive Plans The Co-Diagnostics, Inc. 2015 Long Term Incentive Plan reserves an aggregate of 6,000,000 shares. The number of unissued stock options authorized under the plan at June 30, 2019 was 4,752,293. Stock Options For the three and six months ended June 30, 2019 we recognized $126,483 and $214,278 of stock-based compensation expense, related to stock options, recorded in our general and administrative department of which (i) $38,688 and $38,688 was for an aggregate of 75,000 options granted to 3 independent members of the board of directors and (ii) $87,795 and $175,590 was for options vesting which were granted prior to January 1, 2019, respectively. For the three and six months ended June 30, 2018 there was no stock-based compensation expense related to granted and unexercised stock options. The following table summarizes option activity during the six months and year ended June 30, 2019 and December 31, 2018, respectively. Options Weighted Weighted Weighted Outstanding at January 1, 2018 322,707 $ 1.29 $ 0.70 7.05 Options granted 850,000 2.63 1.24 9.98 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at December 31, 2018 1,172,707 $ 2.23 $ 1.09 8.72 Options granted 75,000 0.71 0.52 9.99 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at June 30, 2019 1,247,707 $ 2.10 $ 1.03 7.97 Warrants 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. The Black-Scholes valuation model requires various judgmental assumptions including the estimated volatility, risk-free interest rate and expected warrant term. In determining the expected volatility, our computation is based on the stock prices of three comparable companies and on a combination of historical and market-based implied volatility. The risk-free interest rate is based on the yield curve of a zero-coupon U.S. Treasury bond on the date the warrant was issued with a maturity equal to the expected term of the warrant. There were 470,000 warrants valued at $379,487 issued in the three and six months ended June 30, 2019 for professional services rendered to the company. The Company calculated the value of the warrants using a Black-Scholes pricing model with the following assumptions: (i) risk free interest rate 2.34%, (ii) expected life (in years) of 5; (iii) expected volatility of 50.97%; (iv) expected dividend yield of 0.00%; and (v) stock trading price of $0.982. There were no warrants issued in the three and six months ended June 30, 2018. The following table summarizes warrant activity during the six months and year ended June 30, 2019 and December 31, 2018, respectively. Warrants Weighted Average Exercise Price Weighted Average Fair Value Weighted Outstanding at January 1, 2018 706,262 3.27 1.48 4.22 Warrants issued 50,000 2.00 1.22 5.00 Expired — — — — Forfeited warrants — — — — Exercised 272,727 0.64 0.54 3.64 Outstanding at December 31, 2018 483,535 $ 4.92 $ 1.99 3.29 Warrants issued 470,000 0.48 0.08 4.84 Expired — — — — Forfeited warrants — — — — Exercised — — — — Outstanding at June 30, 2019 953,535 $ 2.73 $ 1.05 3.80 The following table summarizes information about stock options and warrants outstanding at June 30, 2019. Outstanding Exercisable Range of Number Weighted Weighted Weighted Average $ 0.01-0.71 696,372 5.88 $ 0.29 696,372 $ 0.29 2.00-3.85 1,096,335 8.36 2.59 529,668 2.55 5.10-7.20 408,535 2.59 5.46 408,535 5.46 $ 0.01-7.20 2,201,242 6.51 $ 2.39 1,634,575 $ 2.31 Total unrecognized stock-based compensation was $409,721 at June 30, 2019 for options granted. The Company expects to recognize the aggregate amount of this compensation expense over the next years in accordance with contractual provisions and vesting as follows: Year Amount 2019 $ 175,590 2020 234,131 Total $ 409,721

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 7 – Related Party Transactions The Company acquired the exclusive rights to the CoPrimer technology pursuant to a license agreement dated April 2014, between us and DNA Logix, Inc., which was assigned to Dr. Brent Satterfield, one of our current executive officers, prior to our acquisition of DNA Logix, Inc. On March 1, 2017, the Company entered into an amendment to its Exclusive License Agreement for its Cooperative Primers (“License”) technology with Dr. Satterfield. The amendment provides in part that all accrued royalties under the License cease as of January 1, 2017, and we began in January to pay $700,000 of accrued royalties at the rate of $10,000 per month. At June 30, 2019, the aggregate balance of this related party liability was $320,000.

Lease Obligations

Lease Obligations	6 Months Ended
	Jun. 30, 2019
Leases [Abstract]
Lease Obligations	Note 8 – Lease Obligations Our offices are located at 2401 S. Foothill Dr., Suite D, Salt Lake City, Utah 84109-1479. On June 18, 2018, the Company entered into an addendum with our landlord for additional space. The new aggregate space consists of approximately 10,273 square feet and is leased under a multi-year contract at a rate of $14,086 per month expiring on January 31, 2020. For the three and six months ended June 30, 2019, the Company expensed $45,040 and $90,622, respectively, for rent. For the three and six months ended June 30 2018, the Company expensed $37,729 and $75,627, respectively, for rent. The Company’s remaining lease rent obligation as of June 30, 2019 is as follows: Year Amount 2019 $ 84,517 2020 14,086 Total $ 98,603

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events On July 2, 2019, we issued 3,000 shares of our common stock to an entity that provides services for the Company pursuant to a written contract. The Company evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events that need to be reported.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Earnings (Loss) Per Share	Earnings (Loss) per Share Basic earnings or loss per common share is computed by dividing net income or loss applicable to common shareholders by the weighted average number of shares outstanding during each period. As the Company experienced net losses during the three and six months ended June 30, 2019, and 2018, respectively, no common stock equivalents have been included in the diluted earnings per common share calculations as the effect of such common stock equivalents would be anti-dilutive. For the three and six months ended June 30, 2019, there were 2,224,575 potentially dilutive shares consisting of; (i) 1,247,707 outstanding options, (ii) 953,535 outstanding warrants and (iii) 2,333,333 for issued and outstanding convertible preferred stock. For the three and six months ended June 30, 2018, there were 1,028,969 potentially dilutive shares consisting of 322,707 outstanding options and 706,262 outstanding warrants.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Such estimates include receivables and other long-lived assets, legal and regulatory contingencies, income taxes, share based arrangements, and others. These estimates and assumptions are based on management’s best estimates and judgments. Actual amounts and results could differ from those estimates.
Accounts Receivable	Accounts Receivable Trade accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when collected. At June 30, 2019 total accounts receivable was $73,108 with an allowance for uncollectable accounts of $10,123 resulting in a net amount of $62,985.

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2019
Equity [Abstract]
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity	Co-Diagnostics, Inc. Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) Convertible Preferred Stock Common Stock Additional Paid-In- Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2018 — $ — 12,923,383 $ 12,923 $ 17,622,433 $ (18,694,167 ) $ (1,058,811 ) Public offering, net of offering costs of $592,764 — — 3,925,716 3,926 4,899,312 — 4,903,238 Issuance of Preferred Stock 30,000 30 — — 2,999,970 — 3,000,000 Stock-based compensation expense — — — — 87,794 — 87,794 Conversion of Preferred Stock to Common (2,000 ) (2 ) 166,667 167 (165 ) — — Net loss — — — — — (1,368,389 ) (1,368,389 ) Balance as of March 31, 2019 28,000 $ 28 17,015,766 $ 17,016 $ 25,609,344 $ (20,062,556 ) $ 5,563,832 Stock-based compensation — — — — 505,970 — 505,970 Issuance of common stock for services — 100,000 100 80,300 80,400 Net loss — — — — — (1,344,396 ) (1,344,396 ) Balance as of June 30, 2019 28,000 $ 28 17,115,766 $ 17,116 $ 26,195,614 $ (21,406,952 ) $ 4,805,806 Balance as of December 31, 2017 — $ — 12,317,184 $ 12,317 $ 16,260,651 (12,422,444 ) 3,850,524 Issuance of Common Stock for Services — — 9,225 9 24,991 — 25,000 Net loss — — — — (1,310,233 ) (1,310,233 ) Balance as of March 31, 2018 — $ — 12,326,409 $ 12,326 $ 16,285,642 $ (13,732,677 ) $ 2,565,291 Stock-based compensation — — 21,618 22 49,978 — 50,000 Net loss — — — — — (1,372,177 ) (1,372,177 ) Balance as of June 30, 2018 — $ — 12,348,027 $ 12,348 $ 16,335,620 $ (15,104,854 ) $ 1,243,114

Stock-based Compensation (Table

Stock-based Compensation (Tables)	6 Months Ended
	Jun. 30, 2019
Share-based Payment Arrangement [Abstract]
Summary of Option Activity	The following table summarizes option activity during the six months and year ended June 30, 2019 and December 31, 2018, respectively. Options Weighted Weighted Weighted Outstanding at January 1, 2018 322,707 $ 1.29 $ 0.70 7.05 Options granted 850,000 2.63 1.24 9.98 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at December 31, 2018 1,172,707 $ 2.23 $ 1.09 8.72 Options granted 75,000 0.71 0.52 9.99 Expired — — — — Forfeited options — — — — Exercised — — — — Outstanding at June 30, 2019 1,247,707 $ 2.10 $ 1.03 7.97
Summary of Warrant Activity	The following table summarizes warrant activity during the six months and year ended June 30, 2019 and December 31, 2018, respectively. Warrants Weighted Average Exercise Price Weighted Average Fair Value Weighted Outstanding at January 1, 2018 706,262 3.27 1.48 4.22 Warrants issued 50,000 2.00 1.22 5.00 Expired — — — — Forfeited warrants — — — — Exercised 272,727 0.64 0.54 3.64 Outstanding at December 31, 2018 483,535 $ 4.92 $ 1.99 3.29 Warrants issued 470,000 0.48 0.08 4.84 Expired — — — — Forfeited warrants — — — — Exercised — — — — Outstanding at June 30, 2019 953,535 $ 2.73 $ 1.05 3.80
Summary of Stock Option and Warrant Outstanding	The following table summarizes information about stock options and warrants outstanding at June 30, 2019. Outstanding Exercisable Range of Number Weighted Weighted Weighted Average $ 0.01-0.71 696,372 5.88 $ 0.29 696,372 $ 0.29 2.00-3.85 1,096,335 8.36 2.59 529,668 2.55 5.10-7.20 408,535 2.59 5.46 408,535 5.46 $ 0.01-7.20 2,201,242 6.51 $ 2.39 1,634,575 $ 2.31
Schedule of Unrecognized Stock-based Compensation	The Company expects to recognize the aggregate amount of this compensation expense over the next years in accordance with contractual provisions and vesting as follows: Year Amount 2019 $ 175,590 2020 234,131 Total $ 409,721

Lease Obligations (Tables)

Lease Obligations (Tables)	6 Months Ended
	Jun. 30, 2019
Leases [Abstract]
Schedule of Lease Rent Obligations	The Company’s remaining lease rent obligation as of June 30, 2019 is as follows: Year Amount 2019 $ 84,517 2020 14,086 Total $ 98,603

Significant Accounting Polici_3

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Antidilutive securities potentially dilutive shares	2,224,575	1,028,969	2,224,575	1,028,969
Accounts receivable, gross	$ 73,108		$ 73,108
Allowance for uncollectable accounts	10,123		10,123
Accounts receivable, net	$ 62,985		$ 62,985		$ 13,420
Outstanding Options [Member]
Antidilutive securities potentially dilutive shares	1,247,707	322,707	1,247,707	322,707
Outstanding Warrants [Member]
Antidilutive securities potentially dilutive shares	953,535	706,262	953,535	706,262
Issued and Outstanding Convertible Preferred Stock [Member]
Antidilutive securities potentially dilutive shares	2,333,333		23,333,333

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net cash used in operating activities	$ (2,697,691)	$ (1,936,498)

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)	Jan. 30, 2019	Mar. 31, 2019	Feb. 28, 2019	Jun. 30, 2018	Apr. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Mar. 31, 2019	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Number of common stock issued, value								$ 4,903,238
Convertible note payable related parties							$ 320,000			$ 320,000
Sales of equity common stock			3,925,716
Common stock, par value			$ 0.001				$ .001			$ .001		$ .001
Sales of common stock price per shares			$ 1.40
Issuance of common stock gross proceeds			$ 5,496,002							$ 5,496,002
Proceeds from issuance of initial public offering			4,903,238
Offering costs			$ 592,764
Number of common stock issued for services				8,250	13,368	9,225
Number of common stock issued for services, value				$ 25,000	$ 25,000	$ 25,000	$ 80,400		$ 25,000
Professional Services Agreement [Member]
Number of common stock issued										100,000
Number of common stock issued, value										$ 80,400
Investor [Member] | Beneficial Ownership [Member]
Equity ownership percentage	4.99%
Series A Convertible Preferred Stock [Member] | Investor [Member]
Number of common stock issued	30,000
Number of common stock issued, value	$ 3,000,000
Purchase price paid	1,000,000
Convertible note payable related parties	$ 2,000,000
Series A Preferred Stock [Member]
Number of common stock issued		166,667
Conversion of common stock converted		2,000
Conversion of stock, amount converted		$ 100
Stock conversion price per share		$ 1.20						$ 1.20

Equity - Condensed Consolidated

Equity - Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Details) - USD ($)	1 Months Ended			3 Months Ended				6 Months Ended
	Jun. 30, 2018	Apr. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2019	Jun. 30, 2018
Beginning balance		$ 2,565,291		$ 5,563,832	$ (1,058,811)	$ 2,565,291	$ 3,850,524	$ (1,058,811)	$ 3,850,524
Public offering, net of offering costs of $592,764					4,903,238
Issuance of Preferred Stock					3,000,000
Stock-based compensation expense				505,970	87,794	50,000
Conversion of Preferred Stock to Common
Issuance of Common Stock for Services	$ 25,000	$ 25,000	$ 25,000	80,400			25,000
Issuance of Common Stock for Services, shares	8,250	13,368	9,225
Net loss				(1,344,396)	1,368,389	(1,372,177)	(1,310,233)	(2,712,785)	(2,682,410)
Ending balance	$ 1,243,114		$ 2,565,291	4,805,806	5,563,832	1,243,114	2,565,291	4,805,806	1,243,114
Common Stock [Member]
Beginning balance		$ 12,326		$ 17,016	$ 12,923	$ 12,326	$ 12,317	$ 12,923	$ 12,317
Beginning balance, shares		12,326,409		17,015,766	12,923,383	12,326,409	12,317,184	12,923,383	12,317,184
Public offering, net of offering costs of $592,764					$ 3,926
Public offering, net of offering costs of $592,764, shares					3,925,716
Issuance of Preferred Stock
Issuance of Preferred Stock, shares
Stock-based compensation expense						$ 22
Stock-based compensation expense, shares						21,618
Conversion of Preferred Stock to Common					$ 167
Conversion of Preferred Stock to Common, shares					166,667
Issuance of Common Stock for Services				$ 100			$ 9
Issuance of Common Stock for Services, shares				100,000			9,225
Net loss
Ending balance	$ 12,348		$ 12,326	$ 17,116	$ 17,016	$ 12,348	$ 12,326	$ 17,116	$ 12,348
Ending balance, shares	12,348,027		12,326,409	17,115,766	17,015,766	12,348,027	12,326,409	17,115,766	12,348,027
Additional Paid-in Capital [Member]
Beginning balance		$ 16,285,642		$ 25,609,344	$ 17,622,433	$ 16,285,642	$ 16,260,651	$ 17,622,433	$ 16,260,651
Public offering, net of offering costs of $592,764					4,899,312
Issuance of Preferred Stock					2,999,970
Stock-based compensation expense				505,970	87,794	49,978
Conversion of Preferred Stock to Common					165
Issuance of Common Stock for Services				80,300			24,991
Net loss
Ending balance	$ 16,335,620		$ 16,285,642	26,195,614	25,609,344	16,335,620	16,285,642	26,195,614	16,335,620
Accumulated Deficit [Member]
Beginning balance		(13,732,677)		(20,062,556)	(18,694,167)	(13,732,677)	(12,422,444)	(18,694,167)	(12,422,444)
Public offering, net of offering costs of $592,764
Issuance of Preferred Stock
Stock-based compensation expense
Conversion of Preferred Stock to Common
Issuance of Common Stock for Services
Net loss				(1,344,396)	(1,368,389)	(1,372,177)	(1,310,233)
Ending balance	(15,104,854)		(13,732,677)	(21,406,952)	(20,062,556)	(15,104,854)	(13,732,677)	(21,406,952)	(15,104,854)
Convertible Preferred Stock [Member]
Beginning balance				$ 28
Beginning balance, shares				28,000
Public offering, net of offering costs of $592,764
Public offering, net of offering costs of $592,764, shares
Issuance of Preferred Stock					$ 30
Issuance of Preferred Stock, shares					30,000
Stock-based compensation expense
Stock-based compensation expense, shares
Conversion of Preferred Stock to Common					$ (2)
Conversion of Preferred Stock to Common, shares					(2,000)
Issuance of Common Stock for Services
Issuance of Common Stock for Services, shares
Net loss
Ending balance				$ 28	$ 28			$ 28
Ending balance, shares				28,000	28,000			28,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Jan. 30, 2019	Mar. 31, 2019	Jun. 30, 2019	Jun. 30, 2018	Aug. 03, 2018
Number of common stock issued, value		$ 4,903,238
Convertible note payable related parties			$ 320,000
Interest expense			106,409
Interest paid			15,000
Interest expense for accretion			$ 91,427
Series A Convertible Preferred Stock [Member] | Investor [Member]
Number of common stock issued	30,000
Number of common stock issued, value	$ 3,000,000
Purchase price paid	1,000,000
Convertible note payable related parties	2,000,000
Unamortized debt discount	$ 78,241
Robert Salna Promissory Note [Member]
Debt principal amount					$ 2,000,000

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Stock-based compensation expense related to granted	$ 126,483	$ 214,278	$ 126,483	$ 214,278
Number of options granted			75,000		850,000
Warrants issued	470,000		470,000
Warrants issued, value	$ 379,487		$ 379,487
Unrecognized stock-based compensation	$ 409,721		$ 409,721
Warrant [Member]
Risk free interest rate			2.34%
Expected life (in years)			5 years
Expected volatility			50.97%
Expected dividend yield			0.00%
Stock price	$ 0.982		$ 0.982
Options [Member]
Stock-based compensation expense related to granted		$ 87,795		$ 175,590
Granted And Unexercised Stock Options [Member]
Stock-based compensation expense related to granted
Board Of Directors [Member]
Stock-based compensation expense related to granted	$ 38,688		$ 38,688
2015 Long-term Incentive Plan [Member]
Aggregate number of common shares reserved	6,000,000		6,000,000
Unissued common stock options authorized shares	4,752,293		4,752,293

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Option Activity (Details) - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Options Outstanding, Beginning	1,172,707	332,707	332,707
Options Outstanding, Option granted	75,000		850,000
Options Outstanding, Expired
Options Outstanding, Forfeited options
Options Outstanding, Exercised
Options Outstanding, Ending	1,247,707		1,172,707
Weighted Average Exercise Price Outstanding, Beginning	$ 2.23	$ 1.29	$ 1.29
Weighted Average Exercise Price Options granted	0.71		2.63
Weighted Average Exercise Price Expired
Weighted Average Exercise Price Forfeited options
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Outstanding, Ending	2.10		2.23
Weighted Average Fair Value Outstanding, Beginning	1.09	$ 0.70	0.70
Weighted Average Fair Value Options granted	0.52		1.24
Weighted Average Fair Value Expired
Weighted Average Fair Value Forfeited options
Weighted Average Fair Value Exercised
Weighted Average Fair Value Outstanding, Ending	$ 1.03		$ 1.09
Weighted-average Remaining Contractual Life (years) Outstanding, Beginning	8 years 8 months 19 days		7 years 18 days
Weighted-average Remaining Contractual Life (years) Options granted	9 years 11 months 26 days		9 years 11 months 23 days
Weighted-average Remaining Contractual Life (years) Outstanding, Ending	7 years 11 months 19 days		8 years 8 months 19 days

Stock-based Compensation - Su_2

Stock-based Compensation - Summary of Warrant Activity (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Share-based Payment Arrangement [Abstract]
Warrant Outstanding, Beginning	483,535	706,262
Warrant Outstanding, Warrants issued	470,000	50,000
Warrant Outstanding, Expired
Warrant Outstanding, Forfeited warrants
Warrant Outstanding, Exercised		272,727
Warrant Outstanding, Ending	953,535	483,535
Weighted Average Exercise Price, Beginning	$ 4.92	$ 3.27
Weighted Average Exercise Price, Warrant issued	0.48	2
Weighted Average Exercise Price, Expired
Weighted Average Exercise Price, Forfeited warrants
Weighted Average Exercise Price, Exercised		0.64
Weighted Average Exercise Price, Ending	2.73	4.92
Weighted Average Fair Value, Beginning	1.99	1.48
Weighted Average Fair Value, Warrant issued	0.08	1.22
Weighted Average Fair Value, Expired
Weighted Average Fair Value, Forfeited warrants
Weighted Average Fair Value, Exercised		0.54
Weighted Average Fair Value, Ending	$ 1.05	$ 1.99
Weighted-average Remaining Contractual Life (Years), Beginning	3 years 3 months 15 days	4 years 2 months 19 days
Weighted-average Remaining Contractual Life (Years), Warrants issued	4 years 10 months 3 days	5 years
Weighted-average Remaining Contractual Life (Years), Exercised		3 years 7 months 21 days
Weighted-average Remaining Contractual Life (Years), Ending	3 years 9 months 18 days	3 years 3 months 15 days

Stock-based Compensation - Su_3

Stock-based Compensation - Summary of Stock Option and Warrant Outstanding (Details)	6 Months Ended
	Jun. 30, 2019$ / sharesshares
Exercise Price 0.01-0.71 [Member]
Range of Exercise Prices	$ 0.71
Range of Exercise Prices	$ 0.01
Number outstanding | shares	696,372
Weighted average remaining contractual life	5 years 10 months 17 days
Weighted average exercise price	$ 0.29
Number exercisable | shares	696,372
Weighted average exercise price exercisable	$ 0.29
Exercise Price 2.00-3.85 [Member]
Range of Exercise Prices	3.85
Range of Exercise Prices	$ 2
Number outstanding | shares	1,096,335
Weighted average remaining contractual life	8 years 4 months 9 days
Weighted average exercise price	$ 2.59
Number exercisable | shares	529,668
Weighted average exercise price exercisable	$ 2.55
Exercise Price 5.10-7.20 [Member]
Range of Exercise Prices	7.20
Range of Exercise Prices	$ 5.10
Number outstanding | shares	408,535
Weighted average remaining contractual life	2 years 7 months 2 days
Weighted average exercise price	$ 5.46
Number exercisable | shares	408,535
Weighted average exercise price exercisable	$ 5.46
Exercise Price 0.01-7.20 [Member]
Range of Exercise Prices	7.20
Range of Exercise Prices	$ 0.01
Number outstanding | shares	2,201,242
Weighted average remaining contractual life	6 years 6 months 3 days
Weighted average exercise price	$ 2.39
Number exercisable | shares	1,634,575
Weighted average exercise price exercisable	$ 2.31

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Unrecognized Stock-based Compensation (Details)	Jun. 30, 2019USD ($)
Total	$ 409,721
2019 [Member]
Total	175,590
2020 [Member]
Total	$ 234,131

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Mar. 01, 2017	Jun. 30, 2019
Due to related party		$ 320,000
Exclusive License Agreement [Member]
Accrued royalties	$ 700,000
Royalty payments, per month	$ 10,000

Lease Obligations (Details Narr

Lease Obligations (Details Narrative)	3 Months Ended		6 Months Ended
	Jun. 30, 2019USD ($)a	Jun. 30, 2018USD ($)	Jun. 30, 2019USD ($)a	Jun. 30, 2018USD ($)
Leases [Abstract]
Area of land | a	10,273		10,273
Contract lease per month			$ 14,086
Lease expiration date			Jan. 31, 2020
Rent expenses	$ 45,040	$ 37,729	$ 90,622	$ 75,627

Lease Obligations - Schedule of

Lease Obligations - Schedule of Lease Rent Obligations (Details)	Jun. 30, 2019USD ($)
Leases [Abstract]
2019	$ 84,517
2020	14,086
Total	$ 98,603

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Jul. 02, 2019shares
Subsequent Event [Member]
Number of common stock issued	3,000