UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 97835 / July 5, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4427 / July 5, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21513

In the Matter of

REED L. BENSON, CPA

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against Reed L. Benson (“Benson” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order 

(“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding.
2

SUMMARY

1. These proceedings concern reporting and disclosure control failures by 

Co-Diagnostics, Inc. (“Co-Diagnostics”). Co-Diagnostics failed to disclose related party 

transactions involving the family members of the company’s Chief Executive Officer (“CEO”) and 

Benson, Co-Diagnostics’s then-Chief Financial Officer (“CFO”), Secretary, and General Counsel, 

in its annual reports for the fiscal years ended December 31, 2018, 2019, and 2020 and in its 

definitive proxy statements filed in 2019, 2020, and 2021. Benson signed the company’s annual 

reports for the fiscal years ended December 31, 2018, and December 31, 2019.

2. Co-Diagnostics also failed to keep accurate books and records and failed to have 

disclosure controls and procedures designed to ensure the company disclosed related party 

transactions as required. Benson, along with Co-Diagnostics’s CEO, was responsible for 

establishing and maintaining Co-Diagnostics’s relevant disclosure controls and procedures. 

3. Based on this conduct, and as described in further detail below, Benson violated 

Rule 13a-14 of the Exchange Act and caused Co-Diagnostics’s violations of Sections 13(a) and

13(b)(2)(A) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder.

RESPONDENT

4. Benson, age 76, is a resident of Sandy, Utah. Benson was the CFO of 

Co-Diagnostics from 2014 to February 2021, its Secretary from 2014 to August 2021, and its 

General Counsel from April 2013 to September 2021. Benson was also a director of 

Co-Diagnostics from 2014 to 2017. Benson is an Inactive Emeritus Attorney in Utah and has an 

inactive CPA license.

OTHER RELEVANT ENTITY AND INDIVIDUAL

5. Co-Diagnostics, a Utah company with its principal executive offices in Salt Lake 

City, Utah, develops, manufactures, and sells reagents used for diagnostic tests, as well as 

polymerase chain reaction (“PCR”) test kits used for diagnostic and research purposes. 

Co-Diagnostics’s common stock is registered under Section 12(b) of the Exchange Act and trades 

on the Nasdaq under the ticker “CODX.”

6. Dwight H. Egan (“Egan”), age 69, is a resident of Sandy, Utah. Egan has been 

the CEO of Co-Diagnostics, as well as the Chairman of its Board, since 2013.

FACTS

7. Item 404(a) of Regulation S-K requires an issuer to disclose “any transaction . . . in 

which any related person had or will have a direct or indirect material interest.” The instructions to 

Item 404(a) define related person to include any immediate family member of a director or 

executive officer of the issuer, including children. Under Item 404(d), Co-Diagnostics, which 

made filings as a “smaller reporting company” in fiscal years 2018 through 2020, was required to 
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disclose any transaction exceeding “the lesser of $120,000 or one percent of the average of the . . . 

company’s total assets at year end for the last two completed fiscal years.”

8. The relevant related-person reporting thresholds for Co-Diagnostics were $29,791 

for fiscal year 2018, $31,077 for fiscal year 2019, and $18,842 for fiscal year 2020.

9. During this time, Co-Diagnostics employed Egan’s son as the Director of Sales and 

Marketing. Egan’s son was paid compensation totaling $91,352 in fiscal year 2018, $224,900 in 

fiscal year 2019, and $1,113,440 in fiscal year 2020.

10. Also during this time, Co-Diagnostics employed Benson’s son as the Head of 

Corporate Communications and Investor Relations. Benson’s son was paid compensation totaling 

$327,820 in fiscal year 2018, $218,959 in fiscal year 2019, and $1,109,303 in fiscal year 2020. In 

addition, Co-Diagnostics retained the services of the consulting company that Benson’s son 

co-owned and paid that company $60,000 in fiscal year 2018, $78,500 in fiscal year 2019, and 

$20,000 in fiscal year 2020. Co-Diagnostics also issued 7,000 shares of Co-Diagnostics stock to 

the consulting company in fiscal year 2020.

11. These payments to Egan’s son and to Benson’s son constituted reportable 

transactions under Item 404 of Regulation S-K. They were not recorded in Co-Diagnostics’s

books and records as related party transactions, and Co-Diagnostics failed to disclose them in its 

annual reports on Form 10-K for the fiscal years ended December 31, 2018, 2019, and 2020 or in 

its definitive proxy statements filed in 2019, 2020, and 2021.

12. Benson signed the company’s annual reports on Form 10-K for fiscal years ended 

December 31, 2018, and December 31, 2019.

13. Sarbanes-Oxley Section 302 provides that the Commission shall, by rule, require 

the principal executive officer and the principal financial officer of companies filing periodic 

reports under Section 13(a) of the Exchange Act to make certain certifications in each annual or 

quarterly report. To implement Section 302, the Commission promulgated Exchange Act Rule 

13a-14, which provides that an issuer’s annual and quarterly reports shall include certain 

certifications signed by the principal executive and principal financial officer of the issuer.

14. Benson, as Co-Diagnostics’s principal financial officer, was required to certify, 

among other things, that he was responsible for establishing and maintaining disclosure controls 

and procedures, and that he had designed such disclosure controls and procedures to ensure that 

material information relating to the registrant is made known to the certifying officers, particularly 

during the period in which the periodic report is being prepared. Benson executed such 

certifications for the quarters and years from the first quarter of 2018 through the second quarter of 

2020. These certifications were inaccurate.

15. During this time, Co-Diagnostics did not have any policies or procedures

concerning related party transactions, including what constitutes a related party transaction or how 

such transactions should be disclosed by the company. Co-Diagnostics did not identify related

party transactions in its books and records. Although he was responsible for establishing and 
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maintaining Co-Diagnostics’s disclosure controls and procedures, Benson did not adequately 

familiarize himself with the disclosure rules regarding related party transactions sufficient to 

ensure that Co-Diagnostics met its disclosure obligations regarding such transactions in its filings 

with the Commission. 

Violations

16. As a result of the conduct described above, Benson violated Rule 13a-14 of the 

Exchange Act and caused Co-Diagnostics’s violations of Section 13(a) and 13(b)(2)(A) of the 

Exchange Act and Rules 13a-1 and 12b-20 thereunder.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Benson’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Benson cease and desist 

from committing or causing any violations and any future violations of Sections 13(a) and 

13(b)(2)(A) of the Exchange Act and Rules 13a-1, 12b-20, and 13a-14 thereunder.

B. Respondent shall, within 30 days of the entry of this Order, pay a civil money 

penalty in the amount of $40,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169
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Payments by check or money order must be accompanied by a cover letter identifying 

Benson as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Steven G. Rawlings, Assistant Regional 

Director, Division of Enforcement, New York Regional Office, Securities and Exchange 

Commission, 100 Pearl St., Suite 20-100, New York, NY 10004-2616. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

V.

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. § 523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19).

By the Commission.

Vanessa A. Countryman

Secretary