SecProbe.io

CORRESP
 1
 filename1.htm

 CO-DIAGNOSTICS,
INC.

 May
28, 2026

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporate Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Co-Diagnostics,
 Inc.-Registration Statement on Form S-3 (File No. 333-296312)

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3 (File No. 333-296312) (as amended, the "Registration Statement") of Co-Diagnostics, Inc. (the
"Company"). We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time,
on May 29, 2026, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm
that event with our counsel, Dorsey & Whitney LLP, by calling Dan Lyman at (801) 933-4028.

 Very
 truly yours,

 CO-DIAGNOSTICS,
 INC.

 /s/
 Brian Brown

 Brian
 Brown

 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2026

Dwight Egan
President and Chief Executive Officer
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, Utah 84109

 Re: Co-Diagnostics, Inc.
 Draft Registration Statement on Form S-3
 Submitted May 22, 2026
 CIK No. 0001692415
Dear Dwight Egan:
 This is to advise you that we do not intend to review your registration
statement.
 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
 Please contact Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Daniel P. Lyman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CO-DIAGNOSTICS, INC.

 May 13, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Co-Diagnostics, Inc. - Registration
 Statement on Form S-3 (File No. 333-295803)

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-295803) (the "Registration Statement") of Co-Diagnostics, Inc. (the "Company"). We respectfully request that
the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on May 15, 2026, or as soon as practicable thereafter.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey & Whitney LLP,
by calling Dan Lyman at (801) 933-4028.

 Very truly yours,

 CO-DIAGNOSTICS, INC.

 /s/ Brian Brown

 Brian Brown

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2026

Dwight Egan
President
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, UT 84109

 Re: Co-Diagnostics, Inc.
 Draft Registration Statement on Form S-3
 Submitted April 10, 2026
 CIK 0001692415
Dear Dwight Egan:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: David Marx
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CO-DIAGNOSTICS,
INC.

April
4, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Co-Diagnostics,
    Inc.—Registration Statement on Form S-3 (File No. 333-270628)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
Statement on Form S-3 (File No. 333-270628) (as amended, the “Registration Statement”) of Co-Diagnostics, Inc. (the “Company”).
We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on April 6, 2023, or as
soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Dorsey & Whitney LLP, by calling David Marx at (801) 933-7363.

Very
truly yours,

CO-DIAGNOSTICS,
INC.

  /s/ Brian Brown

  Brian
Brown

  Chief
Financial Officer

United States securities and exchange commission logo
March 22, 2023
Dwight Egan
President and Chief Executive Officer
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, Utah 84109
Re:Co-Diagnostics, Inc.
Registration Statement on Form S-3
Filed March 16, 2023
File No. 333-270628
Dear Dwight Egan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       David Marx, Esq.

CORRESP
1
filename1.htm

November 2, 2020

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    Re:

    Co-Diagnostics,
    Inc. (the “Company”)

    Registration
    Statement on Form S-3

    File
    No. 333-249651

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective
date of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 2:00
P.M. (EST) on November 5, 2020, or as soon thereafter as is practicable.

    Very
    truly yours,

    CO-DIAGNOSTICS,
    INC.

    By:
    /s/
    Dwight H. Egan

    Name:
    Dwight
    H. Egan

    Title:

    President,
    Chief Executive Officer and Chairman of the Board of Directors

United States securities and exchange commission logo
October 29, 2020
Reed L. Benson
Chief Financial Officer
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, Utah 84109
Re:Co-Diagnostics, Inc.
Registration Statement on Form S-3
Filed October 23, 2020
File No. 333-249651
Dear Mr. Benson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Philip Magri, Esq.

CORRESP
1
filename1.htm

CO-DIAGNOSTICS,
INC.

2401
S. Foothill Drive

Salt
Lake City, Utah 84109

(801)
438-1036

September
5, 2018

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

    RE:
    Co-Diagnostics,
    Inc.

    Registration
    Statement on Form S-3 (File No. 333-226835)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Co-Diagnostics, Inc., a Utah corporation (the “Company”),
hereby respectfully requests that the effective date of its Registration Statement on Form S-3 (File No. 333-226835) (the “Registration
Statement”) be accelerated by the Securities and Exchange Commission so that it will be declared effective at 4:00 p.m.
EST on September 7, 2018, or as soon as possible thereafter. The Company hereby authorizes Peter DiChiara of Carmel, Milazzo &
DiChiara LLP, counsel to the Company, to orally modify or withdraw this request for acceleration.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Peter DiChiara of Carmel,
Milazzo & DiChiara LLP at pdichiara@cmdllp.com or (212) 658-0458.

    Very
    truly yours,

    CO-DIAGNOSTICS,
    INC.

    By:

    /s/
    Dwight Egan

    Dwight
    Egan

    President
    and Chief Executive Officer

August 29, 2018
Dwight Egan
Chief Executive Officer, President and Director
Co-Diagnostics, Inc.
2401 S. Foothill Drive
Salt Lake City, Utah 84109
Re:Co-Diagnostics, Inc.
Registration Statement on Fom S-3
Filed August 14, 2018
File No. 333-226835
Dear Mr. Egan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Peter DiChiara, Esq.

CORRESP
1
filename1.htm

codx_corresp.htmJuly 11, 2017

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:
Co-Diagnostics, Inc.

Registration Statement on Form S-1

File No. 333-217542

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of Co-Diagnostics, Inc. that the effective date of the above-captioned Registration Statement be accelerated to 5:30 p.m. on July 11, 2017, or as soon thereafter as practicable.

In connection with the Preliminary Prospectus distribution for the above-captioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The following information with respect to the distribution of the Preliminary Prospectus dated July 10, 2017 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.

The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, July 10, 2017, through the date hereof:

Preliminary Prospectus, dated July 10, 2017:

600 copies were distributed to prospective underwriters, institutional investors, dealers and others.

[Remainder of page intentionally left blank]

1

Very truly yours,

WallachBeth Capital, LLC

as Representative of the Several Underwriters

By:
/s/ Daniel Tapia

Daniel Tapia

Chief Compliance Officer

Network 1 Financial Securities, Inc.

as Representative of the Several Underwriters

By:

/s/ Damon Testaverde

Damon Testaverde

Managing Director

2

CORRESP
1
filename1.htm

axdx_corresp.htmCo-Diagnostics, Inc.

8160 S. Highland Drive

Salt Lake City, Utah 84124

July 11, 2017

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:

Amanda Ravitz, Assistant Director

Re:
Co-Diagnostics, Inc.

Registration Statement on Form S-1 (Registration No. 333-217542)

Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-217542) (the “Registration Statement”), of Co-Diagnostics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 5:30 p.m., Eastern Time, on July 11, 2017, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Carmel, Milazzo & DiChiara LLP, by calling Peter DiChiara at (646) 838-1312.

Thank you for your consideration.

Very truly yours,
Co-Diagnostics, Inc.

By:

/s/ Dwight H. Egan

Dwight H. Egan

President and Chief Executive Officer

CORRESP
1
filename1.htm

codx_corresp.htmCo-Diagnostics, Inc.

8160 S. Highland Drive

Salt Lake City, Utah 84124

June 28, 2017

VIA EDGAR TRANSMISSION

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention:
Amanda Ravitz, Assistant Director

Re:
Co-Diagnostics, Inc.

Registration Statement on Form S-1 (Registration No. 333-217542)

Ladies and Gentlemen:

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-1, as amended (File No. 333-217542) (the “Registration Statement”), of Co-Diagnostics, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on June 29, 2017, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Carmel, Milazzo & DiChiara LLP, by calling Peter DiChiara at (646) 838-1312.

The Company acknowledges the following:

·

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your consideration.

Very truly yours,

Co-Diagnostics, Inc.

By:
/s/ Dwight H. Egan

Dwight H. Egan

President and Chief Executive

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

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

CORRESP
1
filename1.htm

axdx_corresp.htm

May 24, 2017

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

Attn: Amanda Ravitz

Re:
Co-Diagnostics, Inc.

Registration Statement on Form S-1 Filed on April 28, 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 May 17, 2017 (the “Comment Letter”) relating to the filing made by Co-Diagnostics, Inc. (the “Company”) referenced above.

The Company’s responses are numbered to correspond to your comments. For your convenience, each of the comments contained in the Comment Letter has been restated below in its entirety, with the Company’s response set forth immediately beneath such comment.

Prospectus Cover Page

1. Please note that you will need to fill in the number of shares you are offering prior to circulating a preliminary prospectus. In addition, the fixed price for your selling shareholder prospectus will need to be completed.

The Company is working with the underwriters to calculate the anticipated offering price. When determined, the Company will fill in the number of shares to be offered prior to circulating a preliminary prospectus. In addition, the fixed price for the selling shareholder prospectus will be completed.

The Company, page 8

2. Please tell us what you mean when you say that your tests “have been designed and verified in CDI’s laboratory.” What have you verified, by what means and with what data?

As described in the Registration Statement, the Company designed its tests by identifying the optimal locations on the target gene for amplification and paired the location with the optimized primer and probe structure to achieve outputs that meet the design input requirements identified from market research. This is done by following planned and documented processes, procedures and testing. In other words, the data resulting from the tests verify that we succeeded in designing what we intended to at the outset. Verification is a series of testing that concludes that the product is ready to proceed to validation in a clinical evaluation setting using initial production tests to confirm that the product as designed meets the user needs.

Securities and Exchange Commission

May 24, 2017

Page 2

Caribbean, Central and South America, page 9

3. Clarify whether you have products manufactured and ready for sale. Also clarify whether you have commenced any PMA approval steps with FDA.

The U.S. Food and Drug Administration (FDA) has granted permission for us to export many of our products. The FDA's permission to export was granted under Section 801 (e) of the Federal Food, Drug, and Cosmetic Act, as amended (the “FDC Act”). Section 801(e) of the FDA Act covers certain medical devices that have not yet received an approved Premarket Approval in the United States by the FDA, such as our products. We have not commenced any Premarket Approval steps with the FDA.

We do not have products manufactured and ready=for-sale. Products will be manufactured for sale upon receipt of purchase orders from labs and hospitals.

Capitalization, page 34

4. We refer to prior comment 11. Please revise so that the capitalization table is mathematically accurate. Further, please appropriately label total capitalization, which does not appear to be “total liabilities and stockholders’ equity (deficit).”

The Company revised the capitalization table in response to your comments and to reflect March 31, 2017 balances.

Management’s Discussion and Analysis, page 36

5. We note your response to our prior comment 13. We will further review the disclosure once you have disclosed the price range.

The Company will clarify whether the conversion price is the greater or lesser of the two alternatives when a price range is determined.

Summary Compensation Table, page 55

6. Explain why you have not included Brent Satterfield’s compensation in your disclosure.

Brent Satterfield has been added to the Summary Compensation Table.

7. Refer to page 58. With respect to the January 22, 2015 transaction, explain what exemption you relied upon with respect to your issuance to the 30 people referenced.

The issuance of the shares was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

Securities and Exchange Commission

May 24, 2017

Page 3

Consolidated Financial Statements, page F-1

Consolidated Balance Sheets, page F-3

8. Please revise so that the line item “Total long-term assets” is mathematically accurate.

The Company revised the line item “Total long-term assets”.

Revenue Recognition, page F-10

9. Refer to prior comment 24. While we acknowledge your revisions, it continues to be unclear how a factual accounting policy is currently determinable absent specific actual customer arrangements. For instance, the policy does not appear to address reagents or the accounting complexities of potential leasing arrangements. We also do not see a description of planned service offerings and it is unclear whether sales of equipment and reagents raise multiple element accounting issues. Please appropriately revise or advise us how the disclosed revenue policy is complete and appropriate.

The Company revised its revenue recognition disclosures.

10. We refer to prior comment 25. You disclose that you have elected to apply accounting standards transition periods applicable to non-public companies. Please revise your disclosure about pending accounting standards to disclose transition guidance consistent with that election.

The Company revised its disclosures. The Company has elected to apply accounting standards for transition periods applicable to non-public companies.

Note 2. Notes Payable, page F-11

11. Please refer to prior comment 26. Please also revise the description of the Pine Valley line of credit to describe the impact of the failure to file an initial registration statement by December 31, 2016.

The Company entered into amendments with certain noteholders and disclosed the terms of the amendments in the footnotes.

Securities and Exchange Commission

May 24, 2017

Page 4

12. As a related matter, revised disclosure in response to prior comment 26 indicates that certain note holders would not be required to convert their notes to common stock because you did not file an initial registration statement by December 31, 2016. However, based on the terms of some of the borrowings as described in the related exhibits, it is not clear that the instruments continue to be convertible after December 31, 2016. For instance, the language of Exhibit 10.13 and related amendments filed as Exhibits 10.13.1 through 10.13.6, which collectively cover several debt instruments, suggests that the conversion feature is no longer applicable. Further, some of the exhibits do not appear to include conversion terms as described in the notes to financial statements. Please revise as necessary to ensure that the notes to financial statements appropriately convey the substance of the underlying note agreements.

The Company entered into amendments with certain noteholders and disclosed the terms of the amendments in the footnotes.

13. Please refer to prior comment 31. Please revise your disclosure to more fully address the second sentence of the prior comment. In that regard, we note that you have debt and warrants that include down-round provisions or that have conversion prices that are linked to instruments with down-round provisions. Conversion options and warrants that include down-round provisions are commonly accounted for as derivative instruments by public companies. Accordingly, please expand your disclosure to describe the potential impact on the accounting for the conversion features and warrants in the event that your initial public offering is successful. Similar considerations may apply to other equity- linked instruments with variable conversion rates or non-standard anti-dilution provisions. Refer to ASC 815-40.

The Company revised its disclosures, including adding a disclosure for “Accounting for Derivatives” in the Significant Accounting Policies.

Please at 212-658-0458 if you have any further questions regarding our responses.

Sincerely,

/s/ Peter DiChiara

Peter DiChiara

Cc: Dwight Egan

       Reed Benson

Mail Stop 3030
May 17, 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.
 Registration Statement on Form S -1
 Filed April 28, 2017
File No. 333 -217542

Dear Mr. Egan :

We have reviewed your 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 informati on.  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
respon se.

After reviewing any amendment to your registration statement 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 April 21, 2017 letter.

Prospectus Cover Page

1. Please note that you will need to fill in the number of shares you are offering prior to
circulating a preliminary prospectus.  In addition, the fixed price for your selling
shareholder prospect us will need to be completed.

The Company, page 8

2. Please tell us what you mean when you say that your tests “have been designed and
verified in CDI’s laboratory.”  What have you verified, by what means and with what
data?

Dwight H. Egan
Co-Diagnostics, Inc.
May 17, 2017
Page 2

 Caribbean, Central and South America, page 9

3. Clarify whether you have products manufactured and ready for sale.  Also clarify whether
you have commenced any PMA approval steps with FDA.

Capitalization, page 34

4. We refer to prior comment 11.  Please revise so that the capitalization table is
mathematically accurate.  Further, please appropriately label total capitalization, which
does not appear to be “total liabilities and stockholders’ equity (deficit).”

Management’s Discussion and Analysis, page  36

5. We note your response to our prior comment 13.  We will further review the disclosure
once you have disclosed the price range.

Summary Compensation Table, page 55

6. Explain why you have not included Brent Satterfield ‘s compensation in your disclosure.

7. Refer to page 58.  With respect to the January 22, 2015 transaction, explain what
exemption you relied upon with respect to your issuance to the 30 people referenced.

Consolidated Financial Statements, page F -1

Consolidated Balance Sheets, page F -3

8. Please revise so that the line item “Total long -term assets” is mathematically accurate.

Revenue Recognition, page F -10

9. Refer to prior comment 24.  While we acknowledge your revisions, it continues to be
unclear how a factual accounting policy is cur rently determinable absent specific actual
customer arrangements.  For instance, the policy does not appear to address reagents or
the accounting complexities of potential leasing arrangements.  We also do not see a
description of planned service offerings  and it is unclear whether sales of equipment and
reagents raise multiple element accounting issues.  Please appropriately revise or advise
us how the disclosed revenue policy is complete and appropriate.

10. We refer to prior comment 25.  You disclose that you have elected to apply accounting
standards transition periods applicable to non -public companies.  Please revise your
disclosure about pending accounting standards to disclose transition guidance consist ent
with that election.

Dwight H. Egan
Co-Diagnostics, Inc.
May 17, 2017
Page 3

 Note 2.  Notes Payable, page F -11

11. Please refer to prior comment 26.  Please also revise the description of the Pine Valley
line of credit to describe the impact of the failure to file an initial registration s tatement
by Decemb er 31, 2016.

12. As a related matter, revised disclosure in response to prior comment 26 indicates that
certain note holders would not be required to convert their notes to common stock
because you did not file an initial registration statement by December 31 , 2016.
However, based on the terms of some of the borrowings as described in the related
exhibits, it is not clear that the instruments continue to be convertible after December 31,
2016.  For instance, the language of Exhibit 10.13 and related amendment s filed as
Exhibits 10.13.1 through 10.13.6, which collectively cover several debt instruments,
suggests that the conversion feature is no longer applicable .  Further, some of the exhibits
do not appear to include conversion terms as described in the notes  to financial
statements.  Please revise as necessary to ensure that the notes to financial statements
appropriately convey the substance of the underlying note agreements.

13. Please refer to prior comment 31.  Please revise your disclosure to more fully a ddress the
second sentence of the prior comment.  In that regard, we note that you have debt and
warrants that include down -round provisions or that have conversion prices that are
linked to instruments with down -round provisions.  Conversion options and w arrants that
include down -round provisions are commonly accounted for as derivative instruments by
public companies.  Accordingly, please expand your disclosure to describe the potential
impact on the accounting for the conversion features and warrants in the event that your
initial public offering is successful.  Similar considerations may apply to other equity -
linked instruments with variable conversion rates or non -standard anti -dilution
provisions.  Refer to ASC 815 -40.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, com ments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Dwight H. Egan
Co-Diagnostics, Inc.
May 17, 2017
Page 4

 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 contact  me at (202) 551 -3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

 Amanda Ravitz
Assist ant Director
Office of Electronics and Machinery

cc: Peter DiChiara, Esq.
 Carmel, Milazzo & DiChiara LLP

Mail Stop 3030
April 21, 2017

Via E -mail
Dwight H. Egan
President and Chief Executive Officer
Co-Diagnostics, Inc.
4049 S. Highland Drive
Salt Lake City, Utah 84124

Re: Co-Diagnostics, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 31, 2017
  CIK No. 0001692415

Dear Mr. Egan:

We have reviewed your amended draft 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 understan d your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to you r facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to com ments in our
February 8, 2017 letter.

Explanatory Note, page 3

1. We note your response to prior comment 1.  If you choose to use 2 separate prospectuses,
please continue to revise throughout to ensure that each prospectus clearly and
thorough ly highlight s the concurrent offerin g and related impacts.  At a minimum, your
revisions should address :

 how the concurrent offerings could impact factors such as price, demand, and
liquidity , and

Dwight H. Egan
Co-Diagnostics, Inc.
April 21, 2017
Page 2

  the requirement in paragraph 16 of Schedule A and Item 501(b)(3) of Regulation
S- K that an issuer include a fixed price or bona fide price range where there is no
public market for that issuer’s securities.   We note in th is regard that the selling
shareholder prospectus must disclose a bona fide price at which the selling
shareholders will sell the offered shares  until a market develops for your shares
and thereafter at prevailing market prices or privately negotiated prices.

Prospectus Summary, page 8

2. Please revise further here and throughout to clearly identify what you intend to sell, in
what part of the world and to whom.  Importantly, your present disclosure focus es
heavily on the scientific explanation of a unique al gorit hm underlying your proposed
tests, but it is still unclear whether you have developed or will develop the actual test, or
just sell the algorith m or a license .  For example, under “The Company” you indicate that
you intend to “manufacture and market molecular diagnostic tests that are designed … to
provide better tests.”  It is unclear from this whether you intend to sell a diagnostic test or
a product that allows other co mpanies to develop better tests .  Also, clarify whether your
menu of tests, described as “Current” in the bullet points under “Product Offering” are
actually available to purchase.

3. In addition, you indicate that you intend to focus your sales efforts outside of the United
States and Europe in the near term, but given your references to FDA , CE mark  and
CLIA , please ensure that you have highlighted y our expectations in terms of regulatory
pathways, including timelines and capital outlays, for any US or Eur opean sales.  Any
such disclos ure should be clearly identifie d as subject to significant uncertainty.  Further ,
provide more detail around your conclusions regarding FDA reg ulation for lab developed
tests, as well as w hether you expect that y our plant in India will be subject to FDA
inspection, and why you believe that your “ field validation” will permit faster CE mark
approval.

4. Explain what “field validation ” entails and clarify , if true,  that it does not relate to any
present pending or anticipated FDA submission.   Also, clarify that y ou have not taken
any steps or made any preparations in furtherance of achieving a CE mark or FDA
clearance.

5. We note your response to prior comment 4.  Given that you have not yet derived any
revenue from sales of your products, please clarify your reference to “maintaining” your
profit margin in the first paragraph under the heading “The Company.”

6. Please expand your response to prior comment  5 to disclose what material steps you must
complete in order to achieve your timeline of making initial sales in India within six
months of the closing of this offering and your anticipated capital needs to complete each
step.

Dwight H. Egan
Co-Diagnostics, Inc.
April 21, 2017
Page 3

 Recent Developments, page 1 0

7. We note your added disclosure regarding the license agreement and stock purchase
agreement with Watermark Group, Inc. and the January 31, 2017 lawsuit filed by P&G
Holdings.  Please tell us what consideration you have given to added risk factor
disclosu re regarding any potential liability you may have for terminating the license
agreement, rescinding the stock purchase agreement, and pursuant to the lawsuit filed by
P&G Holdings.  Please also disclose the material terms of the rescission and cancelation
agreement, and file as exhibits the stock purchase agreement, the rescission and
cancelation agreement, and the $445,000 Watermark note.

The Offering, page 12

8. Revise to make clear that you have not yet applied for or received your Nasdaq listing or
ticker symb ol.

Risk Factors, page 13

9. Please reconcile your response to prior comment 10 with your disclosure in the last
paragraph on pages 8 and 44 indicati ng that you may derive revenue from HMOs.

Use of Proceeds, page 31

10. We note your response to prior comment 12.  Please reconcile your disclosure here
regarding $10 million with the proposed maximum aggregate offering price disclosed in
your fee table and ensure that your fee table covers the maximum amount of all securities
being registered by both prospectuses.

Capitalization, page 32

11. We refer to prior comment 14.  Please revise the table to present total capitalization equal
to the sum of total debt, including both current and non -current portions, and total
stockholders’ deficit.   Please also revise to show both historical capitaliza tion as of the
most recent balance sheet date presented in the filing and pro forma capitalization
adjusted for the proceeds of the offering and any other material changes in capitalization
expected to occur in connection with your offering.

Management’s  Discussion  and Analysis , page 34

Executive Overview, page 37

12. We note your response to prior comment 15.  Please ensure that your exhibit index
includes all exhibits that will be filed with your registration statement.

Dwight H. Egan
Co-Diagnostics, Inc.
April 21, 2017
Page 4

 13. In the second paragraph on page 39, please clarify whether the conversion price is the
greater or lesser of the two alternatives.

Net Loss, page 41

14. It appears from your disclosure that your net loss decreased for the year ended December
31, 2016 as compared to the year ende d December 31, 2015.  Accordingly, please revise
your disclosure regarding an increase in net loss or advise.

Business, page 43

Product Offering, page 45

15. We note your response to prior comment 18; however, you continue to include disclosure
here and on page 9 about your current offerings in international markets.  Please revise.

CDI Reagents and Software, page 45

16. We note your response to prior comment 19.  We may have further comments pending
our receipt and review of the supplemental materials.

Revenue Model, page 46

17. We note your response to prior comment 21.  Please disclose the material terms of your
agreement with Synbiotics Limited, including the mat erial obligations of the parties,
duration of the agreement, and any termination provisions, and file the agreement as an
exhibit.

18. Please expand your revisions made in response to prior comment 22 to describe the
regulatory process in India and in the dis closed Caribbean nations and the steps you will
need to complete to achieve your anticipated regulatory approval timeframe.  Please also
explain what you mean by “successfully marked” in the last paragraph on page 46.

Principal Stockholders, page 56

19. Please advise how you determined not to (1) aggregate the holdings of Dwight and Seth
Egan  or (2) include the selling security holders in this table.

Certain Relationships and Related Party Transactions, page 57

20. We note your response to prior comment 28.  Please reconcile your disclosure in the fifth
paragraph of this section with your disclosure in the last paragraph on page F -18
regarding the oral modifica tion to the license agreement, and tell us whether you have

Dwight H. Egan
Co-Diagnostics, Inc.
April 21, 2017
Page 5

 any written documentation of this oral modification.  Please also file as an exhibit the
March 1, 2017 amendment to the April 18, 2014 license agreement.

21. Please file as exhibits the revolving loan agreements with the entities associated with
your CFO.

Description of our Capital Stock, page 58

22. Please respond to that portion of prior comment 29 that asked you to provide the
disclosure required by Regulation S -K Item 201(a)(2).

Consolidated Financial Statements, page F -1

Note 1.  Description of Business, page F -7

23. We note that you entered into an agreement with Synbiotics Limited to construct and
jointly own and operate a manufacturing facility in India.  Please expand the notes to
financial statements to describe the significant terms of the arrangement, including a
description of your rights and obligations and the related accounting applied.

24. The first paragraph of the revenue disclosure on page F -10 describes general revenue
policies for equipment and services.  However, disclosure on page 45 of your filing
suggests that your planned products include reagents and software.  Please either revis e
the disclosure to be specific to your planned product offering or consider whether it is
appropriate and useful to disclose a prospective revenue policy at this time.

25. As a related matter, tell us why you should not present disclosure about the pending
adoption of ASC 606, Revenue from Contracts with Customers.

Note 2.  Notes Payable, page F -11

26. The descriptions for some of your notes payable appear to have conversion terms that
were contingent on filing a registration statement by December 31, 2016.  Since that
event did not occur by the specified date, please expand your disclosure to clarify the
impact on the terms of the notes.

27. The descriptions for some of your notes payable have conversion terms that reference an
anticipated bridge financing.  P lease revise to clarify whether you are referring to the
December 2016 bridge notes or some other anticipated financing.

28. With respect to the December 2016 Bridge notes payable, please reconcile the disclosure
on page F -14 about the conversion terms with disclosure about the conversion terms
appearing on pages 39, 65 and 74 of your filing.  Please ensure that the notes to financial

Dwight H. Egan
Co-Diagnostics, Inc.
April 21, 2017
Page 6

 statements fully describe the conversion terms and potential penalties in the event of non -
performance.  Refer to ASC 470 -10-50-5.

29. As a related matter, please ensure that the notes to financial statements fully explain all
material rights and privileges of the Bridge notes.  For instance, based on the underlying
agreements, the notes appear to include registration rights, restrict you r ability to
restructure other debt and provide for significant penalties in the event of default or other
non-performance.  Refer to ASC 470 -10-50-5.

30. With respect to the warrants issued with the Bridge notes, the description of the floating
exercise pri ce does not appear to be as described in the underlying agreement filed in
Exhibit 10.7.  Please revise or advise.  Further, based on the underlying agreement, it
appears that there are circumstances where you could be required to issue additional
warrants .  Please ensure that the notes to financial statements describe all material terms
of the warrants.  Refer to ASC 505 -10-50-3.

31. Based on the underlying agreements, the bridge notes and related warrants appear to
include a down -round feature for subsequent  sales of equity.  Please expand the notes to
financial statements to describe this feature and to describe the potential impact of the
registration and public listing of your shares on the accounting for the conversion feature
and warrants.  Refer to ASC 815-40.  Similar considerations appear applicable to your
other convertible debt instruments.

Note 3.  Stock -based Compensation, page F -16

32. Tell us why you believe it is appropriate to estimate expected volatility based on
volatility of one comparable c ompany.  Similarly, for warrants, tell us how y ou
determined “historical and market -based implied volatility” for your privately held
shares.

Alternate pages for Selling Stockholder Prospectus

33. We note that th at the notes are convertible at a ra te that depends upon the price in the
underwritten portion of this offering.  Please confirm, however, that you will complete
the volume of shares offered  prior to requesting effectiveness.   This also applies to the
form of primary offering prospectus.

Recent Sales of Unregistered Securities, page 72

34. Please provide the Regulation S -K Item 701 disclosure for the November and December
convertible promissory notes disclosed on page 58.

Dwight H. Egan
Co-Diagnostics, Inc.
April 21, 2017
Page 7

 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 contact me at (202) 551 -3528 with any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravit z
Assistant Director
Office of Electronics and Machinery

cc: Peter DiChiara, Esq.
Carmel, Milazzo & DiChiara LLP

Mail Stop 3030
February 8, 2017

Via E -mail
Dwight H. Egan
President and Chief Executive Officer
Co-Diagnostics, Inc.
4049 S. Highland Drive
Salt Lake City, Utah 84124

Re: Co-Diagnostics, Inc.
Draft Registration Statement on Form S -1
Submitted January 12, 2017
  CIK No. 0001692415

Dear Mr. Egan :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amende d draft registration statement or filed registration statement, we may have additional
comments.

Explanatory Note, page 3

1. Please revise both forms of prospectus to include disclosure about the other offering,
including attendant risks.  Explain how the  offering taking place concurrently might
affect price, demand , and other factors.  Make sure that your beneficial ownership table
reflects all shares that may be acquired within 60 days, even if they will be registered for
resale in this offering.  Also, if true, highlight that significant equity holders/creditors are
seeking to sell their shares as part of your initial public offering.

Dwight H. Egan
Co-Diagnostics, Inc.
February 8, 2017
Page 2

 Prospectus Cover , page 4

2. In your next amendment, please revise to name the lead underwriters or advise. Please
note tha t we may defer further review of the filing until the lead underwriters are named.

3. Please include the dealer prospectus delivery obligation on the outside back cover of the
prospectus.  See Item 502(b) of Regulation S -K.

Prospectus Summary, page 8

4. It appears that you have not derived any revenue from sales of any product and that your
licensing revenue, if any, is limited.  Please revise your disclosure significantly to
accurately reflect the current state of your business, and to identify all statements  about
what you plan for your business as anticipatory only.  Your summary should make clear
that you have no or limited revenues.

5. Revise to provide a clear indication of your business plan to achieve revenues. Your
discussion should make clear (1) what p roduct, service, license , or other technology you
intend to sell, (2) what material steps are needed to achieve sales of your product, service,
license , or other technology, including regulatory clearances, and (3) your anticipated
capital needs to complete each step.

6. In this regard, please revise jargon to explain what your technology or innovation does.
You state that through “mathematics” and “the power of computers” you improve
molecular diagnostics, but it is unclear whether you have developed your own diagnostics
tools or plan to apply some additional method to existing diagnostic test, or something
else.  Simply defining PCR, cooperative primers , primer dimers and CLIA, among other
terms, does not clarify for a person not in your industry what your proposed product is.

7. Where you disclose qualitative attributes about your product, competing products, or the
market in which you compete, please lim it those conclusions to management’s belief or
provide support for your conclusions.  In this regard, we note your disclosure on pages 8
and 9 regarding the “fast growing” molecular diagnostics market and disclosure stating
that your product represents a “ radical new advancement,” a “revolutionary leap
forward,” and is a “fraction of the cost of” and “more accurate than” competitive
products.  We likewise note disclosure on page 43 stating PCR diagnostics is the “gold
standard” for the amplification of DNA and on page 44 regarding the “significant
advantages” that your products have over competing products.

8. Given your reference to the U.S. in vitro market in the fourth paragraph on page 8, please
highlight in your prospectus summary that you have not yet re ceived FDA approval to
market your products in the United States.

Dwight H. Egan
Co-Diagnostics, Inc.
February 8, 2017
Page 3

 Implications of Being an Emerging Growth Company, page 11

9. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, tha t you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Risk Factors, page 13

10. If your anticipated products will depe nd upon private insurance or other third party
payors, please discuss attendant risk here.

We will need to raise additional capital  . . . , page 13

11. Given your current cash balance, please clarify your disclosure here indicating your
belief that existing capital resources will fund your operations for twelve months.  Please
also disclose the amount of additional financing necessary to continue operations for
twelve months.

Use of Proceeds, page 31

12. Given that you have not yet disclosed the number of shar es you plan to offer as part of an
over-allotment option or a bona fide estimate of the price range, please tell us how you
estimated the $10 million in net proceeds, should the underwriters exercise their over -
allotment option.

13. Please disclose the appro ximate amount of proceeds you intend to use for each purpose
you have listed.  If any material amounts of other funds are necessary to accomplish the
specified purposes, please state the amounts and sources of other such funds. See
Regulation S -K Item 504 and Instruction 3 to that Item.  In this regard, please specifically
address any capital needs to achieve necessary regulatory clearances.

Capitalization, page 32

14. Please revise the table to present total capitalization equal to the sum of total debt and
stockholders’ deficit.  Cash and cash equivalents are not a component of capitalization
and should not be included in total capitalization.

Dwight H. Egan
Co-Diagnostics, Inc.
February 8, 2017
Page 4

 Management’s Discussion  and Analysis . . . , page 34

Executive Overview, page 37

15. We note your disclosure regarding various subscription agreements, notes, warrants , and
lines of credit.  Please file as exhibits all such agreements or instruments required to be
filed under Item  601(b)(4) or (10) of Regulation S -K.

Quantitative and Qualitative Disclosures about Market Risk, page 43

16. Please reconcile the statement that features of your convertible notes and warrants are
deemed to be derivatives and subject to mark -to-market accou nting with the accounting
actually applied in the financial statements.

Business, page 43

Technological and Financial Advantages, page 44

17. We note your disclosure that your test “significantly outperformed” two competitors in a
recent clinical study.  Pl ease clarify whether the results of the study are published.  Please
also provide additional details about the conditions under which this study was conducted
and discuss the objective, empirical results that support the conclusion about performance
set fo rth in the quoted language above.

Current Tests, page 45

18. Please clarify in which portions of the “international market” your products are available,
whether you have received regulatory approval to market your products in such countries
or regions, and whether you have begun to sell your product s in those markets.

Products, page 45

19. Please supplementally provide us with copies of the descriptive article and commentary
from The Journal of Molecular Diagnostics .

20. Please clarify what steps are necessary for your LightPRC product to be “market -ready”
by 2017.

Revenue Model, page 46

21. Since you do not appear to have any contractual arrangements with the “largest India
distributor of diagnostics ,” it does not appear appropriate to highlight significant detai ls
about the market served by this company, including its customer base, or to anticipated
contractual terms with this company.  Please revise or advise.

Dwight H. Egan
Co-Diagnostics, Inc.
February 8, 2017
Page 5

22. We note from the first paragraph on page 47 that you expect to expand your revenue base
in “Year 2.”  Please clarify in what year you expect to first begin generating revenue in
India and China and what steps, including regulatory approval, are necessary before you
reach revenue generation in those markets.

Market Rollout, page 47

23. We note your disclosur e in numbered paragraph 4 on page 48 regarding expanding your
CE mark -certified test menu.  Please clarify whether any of your products have already
received CE Marking. Please also describe the types of U.S. applications involving PCR
tests and commercial ization that you do not believe will require FDA approval, as
indicated in numbered paragraph 5.

Intellectual Property Protections, page 48

24. Please disclose the duration of your U.S. patents.  See Regulation S -K Item
101(h)(4)(vii).

Executive Compensation, page 52

25. Please file as an exhibit the 2015 Long -term Incentive Plan disclosed on page 53.  See
Regulation S -K Item 601(b)(10)(iii).

Certain Relationships and Related Party Transactions, page 57

26. Please include the names of all related perso ns involved in each of the disclosed
transactions.  See Regulation S -K Item 404(a)(1).

27. Please provide the required Regulation S -K Item 404 disclosures for (1) the January 2015
stock exchange agreement with Dr. Satterfield, and (2) the May 1, 2015 amended
subscription agreement with Co -Diagnostics, Ltd, or advise.

28. Given your payment obligations to Dr. Satterfield pursuant to the minimum monthly
royalty provision of the April 18, 2014 license agreement, please clarify why you paid
only $125,000 during 2015 and whether there are outstanding amounts due under this
agreement.  Please also disclose the amounts paid or due under this agreement since
2015.

Description of our Capital Stock, page 57

29. Please provide the disclosure required by Regulation S -K Item 2 01(a)(2) and (b)(1).

Dwight H. Egan
Co-Diagnostics, Inc.
February 8, 2017
Page 6

 Underwriting, page 60

30. Please clarify whether Network Securities, Inc. is serving as an underwriter for this
offering, as indicated in underwriter compensation table.  If so, please disclose it as such
on the cover page of your prospe ctus.  See Regulation S -K Item 501(b)(8).  Please also
file as an exhibit the underwriting agreement referenced in this section.  See Regulation
S-K Item 601(b)(1).

Audited Financial Statements as of December 31, 2015 and 2014

Note 1 – Description of Business, page F -7

31. Please disclose how you accounted for the acquisition of DNA Logix and clarify the basis
in the FASB Codification for your accounting determination.

32. We refer to the last two paragraphs on page F -7.  Please revise to remove the promot ional
language from these paragraphs and to only present a factual disclosure of the nature of
the company’s operations.  Refer to FASB 275 -10-50-2.

Basis of Presentation, page F -8

33. The audit report describes the financial statements as consolidated while  disclosure under
Basis of Presentation describes the financial statements as combined.  Please revise to
resolve the inconsistency between the audit report and disclosure in the notes to financial
statements.

Note 4 – Related Party Transactions, page F -16

34. Please revise your disclosure to clarify how the acquisition of DNA Logix impacted the
license arrangement with that entity, including the payment obligations.  In that regard,
the parties to the license agreement filed as Exhibit 10.2 appear to be Co -Diagnostics and
DNA Logix.  Accordingly, it is unclear why the license fee obligations continue
subsequent to your acquisition of the licensor.

35. Please also expand to fully describe the payment terms of the DNA Logix license as set
forth in the License Fees and Royalties section of the license agreement dated April 14,
2014 and to disclose the life of the arrangement.  In this regard, it appears th at the license
requires substantial future payments that are not described in the notes to financial
statements.

Item 17.  Undertakings, page 76

36. Please include the undertaking required by Regulation S -K Item 512(f).

Dwight H. Egan
Co-Diagnostics, Inc.
February 8, 2017
Page 7

 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 contact Laurie Abbott at (202) 551 -8071 or 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