CSDX completes affiliate preferred conversion; Rule 144 restrictions apply
Rhea-AI Filing Summary
CS Diagnostics Corp. (CSDX) completed a capital conversion, exchanging all outstanding Series B Preferred Stock held by affiliates into an aggregate 112,652,000 Common Shares on October 30, 2025.
The exchange was conducted under Securities Act exemptions Section 3(a)(9) (existing holders; no commission paid) and, alternatively, Section 4(a)(2). The company states the move aligns capital structures ahead of consolidated financial reporting for the fiscal year ending December 31, 2025.
Following the conversion, the affiliates now hold Common Shares and remain subject to Rule 144 resale limitations, including filing, volume, manner-of-sale, and current-public-information requirements.
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Insights
Administrative recapitalization; neutral fundamentals near term.
CS Diagnostics converted all affiliate-held Series B Preferred into 112,652,000 Common Shares on
The company cites alignment for consolidated reporting by
Actual market impact depends on future affiliate resale decisions under Rule 144 and the share base relative to prior outstanding levels, which are not specified in the excerpt.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 | ||
FAQ
What did CS Diagnostics (CSDX) announce in its 8-K?
Which securities law exemptions did CSDX rely on for the conversion?
Who received the new CSDX Common Shares?
Why did CSDX convert the Preferred B Shares to Common Shares?
Are there restrictions on resale of the new CSDX Common Shares?
Was the conversion a public offering or did it involve commissions?
