Co-Diagnostics, Inc. - 10-Q filing on 2017-11-14

Notes Payable (Details Narrative)									1 Months Ended										3 Months Ended		9 Months Ended
Notes Payable (Details Narrative)	Jul. 12, 2017 USD ($) $ / shares shares	Mar. 06, 2017 USD ($)	Oct. 11, 2016 USD ($) shares	Sep. 14, 2016	Dec. 01, 2015 USD ($)	Nov. 12, 2015 USD ($)	Aug. 01, 2015 USD ($)	May 15, 2015 USD ($)	Mar. 20, 2017 USD ($)	Jan. 31, 2017	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Aug. 31, 2016 USD ($) Number	Jul. 31, 2016 USD ($)	May 31, 2016 USD ($)	Mar. 31, 2016 USD ($)	Feb. 29, 2016 USD ($)	Dec. 30, 2015 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)
Risk free interest rate																					1.53%	1.52%
Expected life																					5 years	5 years 6 months
Expected volatility																					45.54%	95.24%
Expected dividend yield																					0.00%	0.00%
Amount of related party debt satisfied by Watermark																					$ 41,500
Interest paid																					73,523	10,050
Loss on extinguishment of debt																			$ 2,072,365		2,072,365
Zika Diagnostics Inc [Member]
Common stock shares issuable by Watermark, value			$ 1,050,000
Legends Capital Group, LLC Convertible Note [Member]
Convertible promissory note						$ 100,000
Interest rate						8.50%
Due date						Sep. 30, 2017
Terms of conversion feature						The note contained a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $11.00 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder.
Convertible debt, description						Legends Capital Group is a 12% shareholder of the Company
Debt conversion, principal	$ 100,000
Debt conversion, accrued interest	$ 14,143
Debt conversion converted instrument, shares issued \| shares	23,780
Conversion price \| $ / shares	$ 4.80
Conversion price, description	lesser of $16.50
Loss on extinguishment of debt	$ 28,614
Clavo Rico Promissory Note [Member]
Convertible promissory note																	$ 10,000
Interest rate																	12.00%
Due date																	Sep. 30, 2017
Terms of conversion feature				we amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if the Company were to file a Registration Statement.
Debt conversion, principal	100,000
Debt conversion, accrued interest	$ 1,660
Interest expense																			36	302	$ 631	$ 727
Debt conversion converted instrument, shares issued \| shares	2,776
Conversion price \| $ / shares	$ 4.20
Loss on extinguishment of debt	$ 4,996
Warrant [Member]
Risk free interest rate																					1.89%	1.96%
Expected life																					4 years 8 months 12 days	5 years
Expected volatility																					46.80%	80.49%
Expected dividend yield																					0.00%	0.00%
Warrant [Member] \| Legends Capital Group, LLC Convertible Note [Member]
Due date	Nov. 12, 2020
Debt discount	$ 665
Accretion of note discount included in interest expense																			11	89	$ 186	$ 265
Interest expense																			260	2,125	4,510	6,375
Common stock shares issuable upon conversion of convertible securities \| shares	4,545
Risk free interest rate	1.67%
Expected life	5 years
Expected volatility	97.71%
Expected dividend yield	0.00%
Share price \| $ / shares	$ 0.638
Bridge Notes Payable [Member]
Convertible promissory note											$ 1,683,500
Interest rate											15.00%
Due date	Jun. 12, 2017										Jun. 30, 2017
Terms of conversion feature											The notes provided that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of the lesser of $8.25 per share or seventy percent (70%) of the initial public offering (“IPO”) price per share
Convertible debt, description											Company entered into convertible promissory notes with six individuals and five companies, in the aggregate principal amount of $1,683,500 which consisted of (a) $1,100,000 of new investor funding and (b) $583,500 representing the satisfaction of the $500,000 note principal plus $83,500 of accrued interest on the Beaufort Capital Partners, LLC Convertible Note
Debt conversion, principal	$ 1,683,500
Debt conversion, accrued interest	$ 73,651
Debt conversion converted instrument, shares issued \| shares	418,370
Conversion price \| $ / shares	$ 4.20
Proceeds from convertible debt, net of commissions											$ 1,041,000
Amount of commissions withheld											$ 59,000
Description for proceeds from convertible debt											The Company (i) received $1,041,000 in cash (net of $59,000 in commissions withheld) and, (ii) converted $583,500 of principal and interest from the Beaufort Capital Partners, LLC Convertible Note mentioned above
Interest paid	$ 23,055
Loss on extinguishment of debt	$ 1,403,241
Bridge Notes Payable [Member] \| New investor funding [Member]
Convertible promissory note											$ 1,100,000
Bridge Notes Payable [Member] \| Warrant One [Member]
Due date	Dec. 29, 2021
Debt conversion, principal	$ 578,706
Common stock shares issuable upon conversion of convertible securities \| shares	211,740
Risk free interest rate	1.90%
Expected life	4 years 6 months
Expected volatility	46.41%
Expected dividend yield	0.00%
Share price \| $ / shares	$ 6.00
Description for debt default	the Company agreed to increase the number of warrants from 50% of the shares issuable to the note holders upon conversion to 75% of the shares issuable to the note holders upon conversion
Bridge Notes Payable [Member] \| Warrant [Member]
Due date	Dec. 31, 2021
Payments for finder's fee	$ 59,000
Debt discount	$ 11,914
Accretion of note discount included in interest expense																					79,696
Interest expense																			7,610		132,691
Common stock shares issuable upon conversion of convertible securities \| shares	102,039
Conversion price, description	price of eighty-five percent (85%) of the Company’s IPO price per share
Risk free interest rate	1.96%
Expected life	5 years
Expected volatility	80.49%
Expected dividend yield	0.00%
Share price \| $ / shares	$ 0.638
Description for debt default	Upon any default of the notes for non-payment, any bankruptcy event or breach of the note or other transaction documents, the Company may be liable to pay a default redemption amount equal to 130% of the amount due under the note and deliver an additional warrant to purchase 50% of the common stock issuable upon conversion of the notes
Loan preparation fees	$ 15,000
Zika Diagnostics, Inc. Note Payable [Member] \| License agreement [Member]
Convertible promissory note			$ 445,000						$ 445,000
Interest rate									12.00%
Due date			Dec. 31, 2020						Sep. 30, 2017
Debt conversion, principal	445,000
Debt conversion, accrued interest	$ 17,800
Interest expense																			2,670		17,800
Debt conversion converted instrument, shares issued \| shares	77,133
Conversion price \| $ / shares	$ 6.00
Royalty receivable			$ 500,000
Royalty, percentage			10.00%
Equity method investment, shares to be acquired under agreement \| shares			3,600,000
Equity method investment, value of shares to be acquired under agreement			$ 55,000
Royalty revenue			$ 500,000
Common stock shares returned, value									$ 55,000
Loss on extinguishment of debt	$ 2
Related note [Member] \| Zika Diagnostics Inc [Member]
Amount of related party debt satisfied by Watermark														$ 172,000
Litigation, damages sought by P&G Holdings										P&G Holdings filed a lawsuit in Federal District Court in New York demanding payment of the Related Note, all accrued interest thereon and attorney’s fees and that stock be issued such that P&G Holdings would own 80% of the issued and outstanding shares of stock of Watermark
December 2016 Notes Payable [Member]
Convertible promissory note											$ 105,000
Interest rate											10.00%
Due date											Dec. 31, 2017
Terms of conversion feature											The notes provide that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of $8.25 per share or seventy percent (70%) of the anticipated initial public offering (“IPO”) price per share
Convertible debt, description											Company entered into convertible promissory notes with two individuals and one company
Debt conversion, principal	105,000
Debt conversion, accrued interest	$ 6,333
Interest expense																			321		5,571
Debt conversion converted instrument, shares issued \| shares	26,508
Conversion price \| $ / shares	$ 4.20
Loss on extinguishment of debt	$ 47,715
Commercial Paper [Member] \| Robert Salna [Member]
Convertible promissory note												$ 200,000								$ 200,000		$ 200,000
Interest rate												10.00%								10.00%		10.00%
Due date												Dec. 31, 2017
Terms of conversion feature												The note provides that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 15% to the conversion price of a bridge financing anticipated closing prior to filing a Registration Statement, which bridge financing, was completed on December 12, 2016
Debt conversion, principal	200,000
Debt conversion, accrued interest	$ 16,833
Payments for finder's fee												$ 10,000
Accretion of note discount included in interest expense																			228	$ 519	3,983	$ 519
Interest expense																			611	1,333	10,500	1,333
Debt conversion converted instrument, shares issued \| shares	60,738
Conversion price \| $ / shares	$ 3.57
Loss on extinguishment of debt	$ 151,184
Commercial Paper [Member] \| Pine Valley Investments, LLC [Member] \| Revolving Credit Facility [Member]
Interest rate																		12.00%
Due date																		Sep. 30, 2017
Debt conversion, principal	86,000
Debt conversion, accrued interest	$ 9,626
Interest expense																			220	1,843	3,845	3,984
Debt conversion converted instrument, shares issued \| shares	22,768
Conversion price \| $ / shares	$ 4.20
Maximum borrowing capacity																		$ 100,000
Line of credit facility amount outstanding												$ 86,000								86,000		86,000
Loss on extinguishment of debt	$ 40,982
Commercial Paper [Member] \| Co Diagnostics, Ltd [Member] \| Revolving Credit Facility [Member]
Interest rate							12.00%
Due date							Sep. 30, 2017
Convertible debt, description							greater than 20% shareholder
Debt conversion, principal	609,940
Debt conversion, accrued interest	$ 112,633
Interest expense																			2,206	17,432	38,501	44,923
Debt conversion converted instrument, shares issued \| shares	172,041
Conversion price \| $ / shares	$ 4.20
Maximum borrowing capacity							$ 750,000
Line of credit facility amount outstanding																			609,940		609,940
Loss on extinguishment of debt	$ 309,673
Commercial Paper [Member] \| Legends Capital Group, LLC [Member] \| Revolving Credit Facility [Member]
Interest rate																12.00%
Due date																Sep. 30, 2017
Terms of conversion feature				the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement.
Debt conversion, principal	10,000
Debt conversion, accrued interest	$ 6,112
Interest expense																			36	2,213	631	3,475
Debt conversion converted instrument, shares issued \| shares	3,836
Conversion price \| $ / shares	$ 4.20
Maximum borrowing capacity																$ 100,000
Line of credit facility amount outstanding																			10,000		10,000
Loss on extinguishment of debt	$ 6,904
Commercial Paper [Member] \| Hamilton Mining Resources [Member] \| Revolving Credit Facility [Member]
Interest rate															12.00%
Due date															Sep. 30, 2017
Terms of conversion feature				the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement.
Debt conversion, principal	66,000
Debt conversion, accrued interest	$ 8,726
Interest expense																			242	1,824	4,202	2,544
Debt conversion converted instrument, shares issued \| shares	17,792
Conversion price \| $ / shares	$ 4.20
Maximum borrowing capacity															$ 75,000
Line of credit facility amount outstanding																							$ 66,000	$ 66,000
Loss on extinguishment of debt	$ 32,026
Commercial Paper [Member] \| Machan 1988 Property Trust [Member] \| Revolving Credit Facility [Member]
Interest rate															12.00%
Terms of conversion feature				the Company amended the note to provide that the principal and interest on the note would be convertible to shares of common stock at a conversion rate of $8.25 per share or a discount of 30% to the price of an IPO if we were to file a Registration Statement before December 31, 2016.
Interest expense																				1,273	913	1,625
Maximum borrowing capacity															$ 50,000
Line of credit facility amount outstanding											$ 41,500
Line of credit facility retired principal, amount		$ 41,500
Convertible Note [Member] \| R. Phillip Zobrist [Member]
Convertible promissory note					$ 100,000
Interest rate					8.50%
Due date					Sep. 30, 2017
Terms of conversion feature					The note contains a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $11.00 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder
Debt conversion, principal	100,000
Debt conversion, accrued interest	$ 13,718
Debt conversion converted instrument, shares issued \| shares	23,691
Conversion price \| $ / shares	$ 4.80
Convertible Note [Member] \| Legends Capital Opportunity Fund, LLC [Member]
Convertible promissory note													$ 25,000
Number of convertible notes \| Number													2
Interest rate													10.00%
Due date													Dec. 31, 2017
Terms of conversion feature													The notes provide that the principal and interest on the notes would be convertible to shares of common stock at a conversion rate of $8.25 per share or seventy percent (70%) of the anticipated initial public offering (“IPO”) price per share
Debt conversion, principal	$ 25,000
Debt conversion, accrued interest	$ 2,186
Interest expense																			76	249	1,312	249
Debt conversion converted instrument, shares issued \| shares	7,615
Conversion price \| $ / shares	$ 3.57
Loss on extinguishment of debt	$ 18,504
Convertible Note [Member] \| Beaufort Capital Partners, LLC [Member]
Convertible promissory note								$ 500,000
Interest rate								12.00%
Due date								Apr. 30, 2016
Terms of conversion feature								The note contained a conversion feature allowing the principal and any unpaid accrued interest to be converted into common shares of the company at a rate of $8.25 or 20% less than the price of the anticipated Initial Public Offering, whichever is less, per share at the discretion of the note holder
Convertible Note [Member] \| Beaufort Capital Partners, LLC [Member] \| Bridge Notes Payable [Member]
Debt conversion, principal											500,000
Debt conversion, accrued interest											83,500
Debt conversion converted instrument, bridge notes issued											490,000
Bridge note payable, payments for points withheld											10,000
Payments for finder's fee											25,000
Debt discount											$ 35,000
Accretion of note discount included in interest expense																						12,066
Interest expense																				22,500		67,250
Convertible Note [Member] \| Warrant [Member] \| R. Phillip Zobrist [Member]
Due date	Nov. 12, 2020
Debt discount	$ 824
Accretion of note discount included in interest expense																			14	113	236	337
Interest expense																			$ 260	$ 2,125	$ 4,510	$ 6,375
Common stock shares issuable upon conversion of convertible securities \| shares	4,545
Conversion price, description	Lesser of $11.00 or the offering price of an initial public offering of the Company common stock during the term of the warrant
Risk free interest rate	1.59%
Expected life	5 years
Expected volatility	97.60%
Expected dividend yield	0.00%
Share price \| $ / shares	$ 0.638