CS Diagnostics Corp. (CSDX) files Form 10 amendment, attaches material agreements
Rhea-AI Filing Summary
CS Diagnostics Corp. filed Amendment No. 3 to a Form 10 registration under Section 12(g) to register its Common Stock, par value $0.00001 per share. The amendment incorporates an accompanying Information Statement (Exhibit 99.1) by reference and lists governance, license, distribution, asset purchase, valuation and product exhibits.
The filing cross-references business, risk factors, capitalization, security ownership, executive compensation, related-party transactions, legal proceedings and financial statements to the incorporated information statement.
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Insights
Amendment formalizes registration and ties key corporate documents to the information statement.
The amendment registers Common Stock under Section 12(g) and incorporates the Information Statement (Exhibit 99.1) for detailed disclosures, including capitalization and security ownership. This ties the registrant's corporate governance materials to the public filing record.
Key dependencies include the exhibits listed (bylaws, certificates of designation, material agreements). Timing and amounts of any securities are not stated in the excerpt; subsequent filings may provide numeric details.
Filing functions as an administrative registration amendment with substantive exhibits attached.
The exhibits include an Asset Purchase Agreement, multiple license/distribution agreements, and product evaluations; these exhibits establish contractual rights and valuation context disclosed by reference to Exhibit 99.1.
Cash‑flow treatment and any offering amounts are not specified in the excerpt; the document instead cross-references where those specifics appear in the information statement.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
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.
The information required under this item is contained under the section of the information statement entitled “Engaged Service Professionals – Auditor.” This section is incorporated herein by reference.
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 | Amended and Restated Bylaws of CS Diagnostics Corp. (as currently in effect) | |
| 3.2 | Amended & Restated Certificate of Designation of Series A Preferred Stock | |
| 3.3 | Amended & Restated Certificate of Designation of Series B Preferred Stock | |
| 3.4 | Amended & Restated Certificate of Designation of Series C Preferred Stock | |
| 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 | |
| 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 | |
| 99.8 | Waiver of All Rights for MEDUSA SDP and Fulfillment of Sales Agreement |
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: March 11, 2026 | CS Diagnostics Corp. | |
| By: | /s/Mohammad EsSayed | |
| Mohammad EsSayed | ||
| Group CFO, VP | ||