CS Diagnostics (CSDX) Form 10/A details registration and key agreements
Rhea-AI Filing Summary
CS Diagnostics Corp. filed Amendment No. 2 to its Form 10 to register its common stock under Section 12(g) of the Exchange Act. The filing covers common stock with a par value of $0.00001 per share and classifies the company as a smaller reporting company. Instead of repeating full disclosure, it incorporates by reference an information statement that includes sections on business, risk factors, management’s discussion and analysis, capitalization, security ownership, and executive compensation, along with audited financial statements. The exhibits list key corporate documents such as amended bylaws, an asset purchase agreement with CS Group, several license and distribution agreements related to MEDUSA products, and hydrogel-related valuation and study materials, providing investors with detailed background on the company’s operations and intellectual property arrangements.
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Insights
CS Diagnostics is formalizing SEC reporting status by registering its common stock.
CS Diagnostics Corp. is using Amendment No. 2 to its Form 10 to register its common stock under Section 12(g) of the Exchange Act, which brings the company under ongoing SEC reporting requirements. The company identifies its registered class as common stock with a par value of $0.00001 per share and notes that it qualifies as a smaller reporting company, which allows scaled disclosure but still requires periodic reports and governance transparency.
Most substantive details are incorporated by reference from an information statement, covering business description, risk factors, MD&A, capitalization, and security ownership. The exhibit list highlights an asset purchase agreement dated
The inclusion of hydrogel valuation and study exhibits, along with MEDUSA product certifications, suggests that these technologies are central to the company’s portfolio, though financial outcomes are not detailed in this excerpt. Future periodic reports required after this registration will provide more granular financial and operating data for investors evaluating CSDX.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(g) of The Securities Exchange Act of 1934
CS DIAGNOSTICS CORP.
(Exact name of registrant as specified in its charter)
| Wyoming | 20-1290331 |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
1603 Capitol Avenue, Suite 413, Cheyenne, WY 82001, USA
(Address of principal executive offices)
+1 (307) 395 7333
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.00001 per share
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non–Accelerated filer | o | Small reporting company | x |
| Emerging growth company | o |
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. o
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated herein by reference.
Item 1. Business.
The information required under this item is contained under the sections of the information statement entitled “Business,” “Risk Factors,” “Security Ownership,” and “Capitalization.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required under this item is contained under the section of the information statement entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation (“MD&A”).” Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required under this item is contained under the section of the information statement entitled “Risk Factors,” “Security Ownership,” “Description of Capital Stock,” “Capitalization,” “MD&A,” and the financial statements referenced therein, of the Information Statement which sections are incorporated herein by reference.
Item 3. Properties.
The information required under this item is contained under the section of the information statement entitled “Business—Leased Offices.” Those sections are incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required under this item is contained under the section of the information statement entitled “Risk Factors,” “Business,” “Security Ownership,” “Directors, Executive Officers, and Corporate Governance,” “Description of Capital Stock,” and “Capitalization.” Those sections are incorporated herein by reference.
Item 5. Directors, Executive Officers and Corporate Governance.
The information required under this item is contained under the section of the information statement entitled “Risk Factors,” “Security Ownership,” “Directors, Executive Officers, and Corporate Governance,” “Description of Capital Stock,” “Capitalization,” and “MD&A” Those sections are incorporated herein by reference.
Item 6. Executive Compensation.
The information required under this item is contained under the section of the information statement entitled “Risk Factors,” “Directors, Executive Officers, and Corporate Governance—Executive Compensation,” “Capitalization,” and “MD&A.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
The information required under this item is contained under the section of the information statement entitled “Risk Factors,” “Security Ownership,” “Directors, Executive Officers, and Corporate Governance—Stock and Stock Option Issuances in 2023 and 2024 and Related Party Transactions,” “Description of Capital Stock,” “Capitalization,” and “MD&A.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required under this item is contained under the section of the information statement entitled “Risk Factors” and “Legal Proceedings.” Those sections are incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required under this item is contained under the section of the information statement entitled “Business,” “Risk Factors,” “Security Ownership,” “Directors, Executive Officers, and Corporate Governance,” “Description of Capital Stock,” “Capitalization,” and “MD&A.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required under this item is contained under the section of the information statement entitled “Risk Factors,” “Directors, Executive Officers, and Corporate Governance—Related Party Transactions,” “Description of Capital Stock—Recent Issuances of Securities,” “Capitalization,” and “MD&A.” Those sections are incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered.
The information required under this item is contained under the section of the information statement entitled “Business—Overview,” “Risk Factors,” “Security Ownership,” “Directors, Executive Officers, and Corporate Governance,” “Description of Capital Stock,” “Capitalization,” and “MD&A.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required under this item is contained under the section of the information statement entitled “Business,” “Risk Factors,” “Directors, Executive Officers, and Corporate Governance—Limitation of Liability and Indemnification,” and “MD&A.” Those sections are incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required under this item is contained under the section of the information statement entitled “Index to Financial Statements.” This section is incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
(a) Financial Statements. The information required under this item is contained under the section of the information statement entitled “Index to Financial Statements.” This section is incorporated herein by reference.
(b) Exhibits. The following documents are filed as exhibits hereto:
| Exhibit No. | Exhibit Description | |
| 3.1 | Articles of Amendment | |
| 3.2 | Amended and Restated Bylaws of CS Diagnostics Corp. (as currently in effect) | |
| 10.1 | Asset Purchase Agreement between CS Diagnostics Corp. and CS Group dated September 4, 2023 | |
| 10.2 | License Agreement between DWI and CS Diagnostics Pharma dated March 21, 2024 | |
| 10.3 | Exclusive License and Distribution Agreement between CS Interpharm General Trading Co. LLC and CS Diagnostics Corp. for MEDUSA Product dated January 2, 2025 | |
| 10.4 | Waiver of All Rights for MEDUSA SDP and Fulfillment Of Sales Agreement | |
| 23.1 | Audited Financial Statements for the Years Ended December 31, 2024 and December 31, 2023 | |
| 23.2 | Audited Financial Statements for the Years Ended December 31, 2023 and December 31, 2022 | |
| 99.1 | Information Statement | |
| 99.2 | Hydrogel Valuation | |
| 99.3 | Hydrogel Studies Summary | |
| 99.4 | Hydrogel Confirmation | |
| 99.5 | MEDUSA Evaluation copy | |
| 99.6 | MEDUSA Alcohol Free Certificates | |
| 99.7 | MEDUSA Alcohol Based Certificates |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 14, 2025 | CS Diagnostics Corp. | |
| By: | /s/Mohammad EsSayed | |
| Mohammad EsSayed | ||
| Group CFO, VP | ||
FAQ
What is CS Diagnostics Corp. (CSDX) doing in this Form 10 amendment?
Which securities of CS Diagnostics Corp. are being registered?
What type of reporting company is CS Diagnostics Corp. under SEC rules?
Where can investors find CS Diagnostics Corp.'s business and risk information?
What key agreements are included as exhibits in the CS Diagnostics Form 10 amendment?
Which financial statements does CS Diagnostics Corp. reference in this filing?
Who signed the CS Diagnostics Corp. Form 10 Amendment No. 2?
