Co-diagnostics Inc

This management proposal requests shareholder approval to amend the Company’s 2025 Equity Incentive Plan to increase the share reserve by 2,000,000 shares, raising the total authorized for issuance to 2,223,333 shares after the prior reverse split adjustment. Management argues the increment is necessary to provide equity compensation to attract, retain and motivate employees, non-employee directors and consultants in a competitive life sciences market while conserving cash. The proposal discloses that no shares had been issued under the Plan as of the record date and presents dilution metrics showing the additional shares would represent a material percentage of outstanding and as‑adjusted shares, especially when outstanding warrants are considered. The Plan contains shareholder-protective features such as prohibitions on liberal share recycling, repricing without shareholder approval, discounted options, and limitations on dividend equivalents for unvested awards; these mitigants are emphasized by the Board to counter dilution concerns. The Compensation Committee will administer the Plan, retaining discretion over award recipients, sizes, and terms, so the precise allocation and potential dilution to existing shareholders are not determinable in advance. The Board considered alternatives, including more cash compensation, but prefers equity awards to conserve cash and align long‑term interests with shareholders. If approved, the Company intends to register the additional shares via Form S-8; if rejected, the Company may be constrained in making equity grants and could increase cash compensation or pursue other retention tools. Investors should weigh the talent retention benefits and alignment arguments against the potential dilutive impact, particularly given the sizeable number of outstanding warrants that could amplify dilution upon exercise. Overall, the amendment is presented as a strategic compensation tool with customary anti‑dilution and governance safeguards, but it materially expands the available share pool and warrants careful evaluation of likely grant practices and dilution over time.

This advisory proposal asks shareholders to non‑bindingly approve the compensation paid to named executive officers for 2025 as disclosed in the proxy, including the Summary Compensation Table and related narrative. Management frames its executive pay program as market‑aligned and designed to attract, motivate and retain key executives through a mix of base salary, cash bonuses tied to performance objectives, and equity awards that vest over time to align long‑term interests with shareholders. The Compensation Committee reviews market practices and performance metrics and retains discretion to set targets and awards; the vote gives shareholders a mechanism to express approval or concern about that discretion and the overall pay-for-performance relationship. Although non‑binding, the Board states it will consider shareholder feedback when designing future compensation and uses this vote as a governance signal. For investors, the key considerations include whether the disclosed pay levels and equity grant practices are commensurate with company performance, whether compensation policies could encourage excessive risk taking, and whether change‑in‑control and severance arrangements (including the Change in Control Severance Plan) are reasonable. Given the Company’s status as a smaller reporting company and recent equity plan activity, shareholders may focus on the balance between cash conservation and equity dilution tied to incentive design. A ‘‘For’’ vote supports management’s compensation philosophy; a ‘‘Against’’ or significant negative vote could prompt engagement and potential revisions to plan design or disclosure. The Board recommends voting "FOR," viewing the program as effective at aligning management incentives with shareholder interests.

This management proposal seeks shareholder approval to amend the Articles to lower the quorum threshold for shareholder meetings from a majority to one‑third of outstanding shares entitled to vote. Management frames the change as an operational efficiency measure, arguing that a dispersed and growing shareholder base has made achieving a majority quorum increasingly difficult and that a one‑third threshold is common market practice. Importantly, the amendment does not change the voting thresholds required to approve any matter—only the proportion of shares that must be present to conduct business—so substantive approvals (e.g., majority votes) remain unchanged. Governance advocates may view a reduced quorum as enabling a smaller coalition to transact business, potentially increasing the risk that a minority of active voters could decide corporate matters; the Board counters that the one‑third threshold remains above statutory minima and is mitigated by unchanged approval thresholds and continued outreach. The proposal should be considered in light of the Company’s shareholder base, typical meeting turnout, and historical adjournments; if the company frequently struggles to achieve quorums, the amendment reduces delay and cost. From an investor perspective, the key trade-off is between improved meeting efficiency and the potential for reduced collective shareholder leverage. The Board’s unanimous recommendation and explanations of safeguards (unaltered vote thresholds, commitment to engagement) seek to address these concerns, but shareholders should weigh past attendance patterns and the company’s governance record when evaluating the risk/benefit balance.

This management proposal requests a routine procedural authorization permitting the Board to adjourn or postpone the Annual Meeting to allow further solicitation of proxies if one or more proposals lack sufficient votes at the scheduled meeting. The authority would allow the Board to focus shareholder attention solely on adjournment/postponement if necessary, then continue solicitation to seek approval without holding multiple full meetings. This is a common governance mechanism to avoid logistical and financial costs associated with repeated reconvenings and to provide the Board flexibility to secure adequate votes for important proposals. Although procedural, the proposal has material implications when combined with other proposals: it can extend time for proxy solicitations that may materially change outcomes on contested or close votes. Investors should consider whether the Board might use this power selectively to pursue contested proposals; however, the Board retains discretion and is not required to adjourn even if authorized. The Board’s recommendation is unanimous; approval preserves managerial flexibility while shareholders remain able to vote on adjournment and retain rights on the underlying proposals through further solicitations. Overall, this proposal is standard and likely to be supported by most shareholders seeking efficient meeting administration.