Co-Diagnostics issues $2.835M J.J. Astor secured convertible note; pledges all ATM proceeds to lender

Co-Diagnostics, Inc.

J.J. Astor & Co. funded a $2.1M initial loan on Oct 9, 2026; Co-Diagnostics issued a $2.835M principal note (1.35x factor rate), netting ~$2.016M after a 4% origination fee.
Optional $1.0M second tranche after 60 days comes via a $1.35M note. Notes repay in 30 weekly installments, secured by a senior lien on substantially all assets; $250K minimum cash covenant.
Conversion price is 90% of the lowest 10-day VWAP (80% after default), floored at 20% of the Nasdaq minimum price; default raises principal to 120% plus 19% default interest, compounded daily.
Issued 600,000 commitment shares; make-whole shares due if sold below $0.218. Lender capped at 9.99% beneficial ownership, raisable to 19.99% on 61 days' notice.
All ATM net proceeds route through a DACA account at East West Bank: first $1M to Astor, then 80/20 lender/company until weekly payments clear, then 25/75. Maxim gets a 5% placement fee.

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