SEC Company Response from Co-Diagnostics, Inc. (CODX) (CIK 0001692415) (CODX) — Jun 9, 2017
Co-Diagnostics, Inc. (CODX) (CIK 0001692415)
Date: June 9, 2017 · CIK: 0001692415 · Accession: 0001477932-17-002758
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-217542
Referenced dates: June 2, 2017
Letter
Securities and Exchange Commission Division of Corporate Finance Attn: Amanda Ravitz Amendment No. 1 to Registration Statement on Form S-1 Filed on May 24, 2017 File No. 333-217542
Re: Co-Diagnostics, Inc.
Dear Ms. Ravitz:
Please find below responses to certain questions raised by the staff of the Securities and Exchange Commission in its letter dated June 2, 2017 (the “Comment Letter”) relating to the filing made by Co-Diagnostics, Inc. (the “Company”) referenced above.
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.
The Company amended its disclosure to include in the capitalization table the convertible notes that have agreed to convert.
Exhibit 10.13.7, filed with Amendment No. 1 to Registration Statement on Form S-1, was amendment where holders of convertible notes agreed to: “convert all of the Note principal and accrued interest to Company common stock”.
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.
The Company’s auditor has dual dated their opinion
Securities and Exchange Commission
June 9, 2017
Page 2
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 company’s operations. Refer to FASB 275-10-50-2.
The Company removed the promotional language from the second and third paragraphs of the disclosure
Please call me at 212-658-0458 if you have any further questions regarding our responses.
Sincerely,
/s/ Peter DiChiara
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CORRESP 1 filename1.htm codx_corresp.htm June 9, 2017 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attn: Amanda Ravitz Re: Co-Diagnostics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed on May 24, 2017 File No. 333-217542 Dear Ms. Ravitz: Please find below responses to certain questions raised by the staff of the Securities and Exchange Commission in its letter dated June 2, 2017 (the “Comment Letter”) relating to the filing made by Co-Diagnostics, Inc. (the “Company”) referenced above. 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. The Company amended its disclosure to include in the capitalization table the convertible notes that have agreed to convert. Exhibit 10.13.7, filed with Amendment No. 1 to Registration Statement on Form S-1, was amendment where holders of convertible notes agreed to: “convert all of the Note principal and accrued interest to Company common stock”. 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. The Company’s auditor has dual dated their opinion Securities and Exchange Commission June 9, 2017 Page 2 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 company’s operations. Refer to FASB 275-10-50-2. The Company removed the promotional language from the second and third paragraphs of the disclosure Please call me at 212-658-0458 if you have any further questions regarding our responses. Sincerely, /s/ Peter DiChiara Peter DiChiara Cc: Dwight Egan Reed Benson