SEC Comment Letter for Co-Diagnostics, Inc. (CODX) (CIK 0001692415) (CODX) — Jun 5, 2017
Co-Diagnostics, Inc. (CODX) (CIK 0001692415)
Date: June 5, 2017 · CIK: 0001692415 · Accession: 0000000000-17-019457
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-217542
Letter
Mail S top 3030 June 2, 2017 Via E -mail Dwight H. Egan Chief Executive Officer, President and Director Co-Diagnostics, Inc. 4049 S. Highland Drive Salt Lake City, Utah 84124
Re: Co-Diagnostics, Inc. Amendment No. 1 to Re gistration Statement on Form S -1 Filed May 24, 2017 File No. 333-217542
Dear Mr. Egan :
We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration stateme nt and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our [Month day, year] letter .
Capitalization, page 34
1. The capitalization table assumes conversion of all of your convertible notes payable upon completion of your offering. If true, disclose that you have agreements requiring conversion for all of the convertible notes. Alternatively, revise to present pro forma conversion only for those notes where you have definitive agreements requiring conversion.
Dwight H. Egan Co-Diagnostics , Inc. June 2, 2017 Page 2
Audited Financial Statements for the Years Ended December 31, 2016 and 2015
Report of Independent Registered Public Accounting Firm, page F -2
2. Disclosure in financial statement Note 2 has been updated for events occurring after the date of the audit report. Please have your auditor explain to us why their report should not be dual -dated pursuant to PCAOB AS 3110.
Unaudited Financial Statements for the Quarter Ended March 31, 2017
Description of Business, page F -25
3. Revise to remove the promotional language from the second and third paragraphs of the disclosure. The description of your business should present a factual discussion of the nature of the c ompany’s operations. Refer to FASB 275 -10-50-2.
You may contact Andri Carpenter at (202) -551-3645 or Gary Todd, Senior Accountant at (202) 551 -3605 if you have questions regarding comments on the financial statements and related matters. Please c ontact me at (202) 551 -3528 with any other questions.
Sincerely,
/s/ Amanda Ravitz
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Mail S top 3030 June 2, 2017 Via E -mail Dwight H. Egan Chief Executive Officer, President and Director Co-Diagnostics, Inc. 4049 S. Highland Drive Salt Lake City, Utah 84124 Re: Co-Diagnostics, Inc. Amendment No. 1 to Re gistration Statement on Form S -1 Filed May 24, 2017 File No. 333-217542 Dear Mr. Egan : We have reviewed your amended registration statement and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration stateme nt and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our [Month day, year] letter . Capitalization, page 34 1. The capitalization table assumes conversion of all of your convertible notes payable upon completion of your offering. If true, disclose that you have agreements requiring conversion for all of the convertible notes. Alternatively, revise to present pro forma conversion only for those notes where you have definitive agreements requiring conversion. Dwight H. Egan Co-Diagnostics , Inc. June 2, 2017 Page 2 Audited Financial Statements for the Years Ended December 31, 2016 and 2015 Report of Independent Registered Public Accounting Firm, page F -2 2. Disclosure in financial statement Note 2 has been updated for events occurring after the date of the audit report. Please have your auditor explain to us why their report should not be dual -dated pursuant to PCAOB AS 3110. Unaudited Financial Statements for the Quarter Ended March 31, 2017 Description of Business, page F -25 3. Revise to remove the promotional language from the second and third paragraphs of the disclosure. The description of your business should present a factual discussion of the nature of the c ompany’s operations. Refer to FASB 275 -10-50-2. You may contact Andri Carpenter at (202) -551-3645 or Gary Todd, Senior Accountant at (202) 551 -3605 if you have questions regarding comments on the financial statements and related matters. Please c ontact me at (202) 551 -3528 with any other questions. Sincerely, /s/ Amanda Ravitz Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Peter DiChiara, Esq. Carmel, Milazzo & DiChiara LLP