8-K
CS DIAGNOSTICS CORP. (CSDX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2025
CS DIAGNOSTICS CORP.
(Exact name of registrant as specified in its charter)
| Wyoming | 000-29611 | 20-1290331 |
|---|---|---|
| (State or other jurisdiction of incorporation or<br><br> <br>organization) | (Commission File Number) | (IRS Employer Identification No.) |
1603 Capitol Avenue, Suite 413, Cheyenne, WY 82001
(Address of principal executive offices)
+1 307 3957333
(Issuer’s telephone number)
____________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ¨ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On October 30, 2025, CS Diagnostics Corp. (the “Company” or “CSDX”) completed the conversion of all outstanding shares of its Series B Preferred Stock (the “Preferred B Shares”) held by its affiliate companies, CS Interpharm General Trading Co. LLC (“CS Interpharm”) and CS Diagnostics Pharma GmbH (“CS Diagnostics Pharma”), into shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Shares”).
The conversion was affected pursuant to the terms of the Certificate of Designation governing the Preferred B Shares and resulted in the issuance of an aggregate 112,652,000 Common Shares. The conversion aligns the capital structures of the Company and its affiliates in preparation for consolidated financial reporting for the fiscal year ending December 31, 2025.
The Common Shares issued upon conversion were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration provided by Section 3(a)(9) thereof, as the exchange was made exclusively with existing security holders, no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange, and the affiliates are not issuers, underwriters, or dealers. Alternatively, to the extent applicable, the transaction also qualifies for exemption under Section 4(a)(2) as a transaction not involving a public offering.
This strategic conversion simplifies the Company’s equity capitalization, enhances transparency, and strengthens alignment among CSDX and its affiliated entities. Following the conversion, the affiliates now hold their ownership interests directly through Common Shares, fostering greater alignment with all shareholders and supporting long-term value creation and financial consolidation. Notably, the consolidation will integrate the income and revenue streams from CS Interpharm and CS Diagnostics Pharma directly into CSDX's financial statements, providing a more comprehensive view of the group's operational performance and growth potential.
As affiliates of the Company, CS Interpharm and CS Diagnostics Pharma remain subject to the resale limitations of Rule 144 under the Securities Act, including filing, volume, manner-of-sale, and current-public-information requirements designed to promote orderly trading activity and investor protection.
On October 31, 2025, the Company issued a press release announcing completion of the conversion. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Press Release dated October 31, 2025, announcing the conversion of Preferred B Shares to Common Stock. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 31, 2025 | CS Diagnostics Corp. | |
|---|---|---|
| By: | /s/Mohammad EsSayed | |
| Mohammad EsSayed | ||
| Group CFO, VP |
Exhibit 99.1
CS Interpharm and CS Diagnostics Pharma Complete Conversion of PreferredShares to Common Stock, Strengthening CSDX’s Path to Consolidated Financial Reporting
Cheyenne, Wyoming — October 31, 2025 — CS DiagnosticsCorp. (OTCQB: CSDX), is a Wyoming-incorporated company with principal operations in Cheyenne, Wyoming. The Company designs, manufactures, and distributes advanced medical and wellness products while driving innovation in diagnostics and pharmaceuticals. As part of the CSGroup, CSDX and its affiliates serve national and international markets, dedicated to improving patient care and advancing global health, today announced that its key affiliate companies, CS Interpharm and CS Diagnostics Pharma, have successfully completed the conversion of their holdings in the Company’s Series B Preferred Stock into unrestricted common stock.
This milestone marks a pivotal advancement in CSDX’s strategic roadmap to consolidate financial statements across all affiliated entities by fiscal year-end, December 31, 2025, enabling a more integrated, transparent, and streamlined reporting framework.
Strategic Alignment for Growth and Transparency
Together, CSDX, CS Interpharm, and CS DiagnosticsPharma form a unified group driving innovation in advanced medical, wellness products and life sciences. The Series B Preferred Shares—originally issued to support strategic investments and align affiliate operations—carried dividend preferences and conversion rights.
Following a comprehensive capital structure review, the decision to convert these shares reflects CSDX’s commitment to simplification, governance, and long-term value creation. This conversion reduces complexities in financial reporting, eliminates preferred dividend tracking, and establishes a single equity class that better represents the unified organization.
“This share conversion is not merely a technical adjustment but a forward-thinking strategic initiative that underscores our commitment to unity, innovation, and sustainable growth,” said Mohammad EsSayed, Principal Financial Officer of CS Diagnostics Corp. “By integrating our affiliates’ interests through common shares, we are better equipped to leverage collective expertise in advanced medical, wellness products and life sciences, driving enhanced value for our shareholders as we prepare for fully consolidated financial presentations.”
Key Benefits of the Conversion
Enhanced Transparency:
The consolidation will offer investors a complete view of the group’s performance, integrating revenue, assets, and operations. Combined financials will reflect product sales, service contracts, and research developments across all entities—providing a holistic picture of CSDX’s business strength.
Improved Efficiency:
Aligning share classes streamlines corporate administration, reducing overhead from managing preferred instruments and allowing management to focus on innovation, operational execution, and growth initiatives.
Value Creation for Shareholders:
Affiliates now participate directly in CSDX’s growth trajectory as common shareholders, increasing alignment and liquidity while mitigating dilution risks from unconverted preferred shares.
Stronger Capital Market Position:
A unified equity structure enhances CSDX’s attractiveness to investors and partners by presenting a cleaner balance sheet, improving access to capital markets, and supporting potential future uplisting or strategic collaborations.
Maintaining Market Integrity and Compliance
To ensure orderly trading conditions, resales of converted shares by affiliates remain subject to Rule 144 of the Securities Act of 1933, including:
| · | Form 144 Filings: Required for resales exceeding 5,000 shares or $50,000 in aggregate market value within any three-month period. |
|---|---|
| · | Volume Restrictions: Limited to the greater of 1% of the outstanding shares of the same class or the average weekly trading<br>volume over the prior four calendar weeks preceding the filing of the Form 144. |
| --- | --- |
| · | Public Information: The Company will maintain current public filings to meet disclosure standards. |
| --- | --- |
| · | Manner of Sale: Resales must be conducted through ordinary brokerage transactions or directly with a market maker, without<br>solicitation of buyers or payment of extraordinary commissions. |
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These measures underscore CSDX’s commitment to ethical practices,investor protection, and long-term shareholder confidence.
Looking Ahead
With consolidated financial reporting on the horizon, CSDX anticipates significant operational synergies across its group—ranging from shared R&D pipelines and supply chain optimization to enhanced product development collaboration. The integration of affiliate revenues and profits will reinforce CSDX’s growth, profitability,and competitive position in global medical and life sciences markets.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of share conversion, financial consolidation, operational synergies, and future growth. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including changes in market conditions, regulations, and economic factors. The Company undertakes no obligation to update these statements except as required by law. This announcement contains forward-looking statements relating to expected or anticipated future events and anticipated results that are forward-looking in nature and, as a result, are subject to certain risks and uncertainties, such as general economic, market and business conditions, competition for qualified staff, the regulatory process and actions, technical issues, new legislation, uncertainties resulting from potential delays or changes in plans, uncertainties resulting from working in a new political jurisdiction, uncertainties regarding the results of exploration, uncertainties regarding the timing and granting of prospecting rights, uncertainties regarding the timing and granting of regulatory and other third party consents and approvals, uncertainties regarding the Company's or any third party's ability to execute and implement future plans, and the occurrence of unexpected events. Actual results achieved may vary from the information provided herein because of numerous known and unknown risks, uncertainties, and other factors.
For further information please visit https://csdcorp.us
or contact
Mohammad Essayed
Email: info@csdcorp.us