CS Diagnostics (CSDX) insider reports 13.39M shares, 9.9% stake

Thomas Graus filed a Schedule 13G reporting beneficial ownership of 13,392,434 shares of CS Diagnostics Corp. common stock, equal to 9.9% of the class as of the filing.

Rhea-AI Filing Summary

Thomas Graus filed a Schedule 13G reporting beneficial ownership of 13,392,434 shares of CS Diagnostics Corp. common stock, equal to 9.9% of the class as of the filing. The holding comprises 3,700,000 shares held directly and 9,692,434 shares issuable upon conversion of Series B preferred shares, although conversions are limited by a 9.9% cap in the Certificate of Designation. The filing states sole voting and dispositive power over the reported shares and excludes any securities held through entities where the filer lacks control. The filer certifies the stake was not acquired to change or influence control.

Insights

Equity Ownership Analyst

Insider holds a near‑cap position: 13.39M shares (9.9%).

The reported stake is a mix of direct common stock and convertible Series B preferred shares, with conversion limited to avoid exceeding 9.9% ownership. The filer reports sole voting and sole dispositive power for the full reported amount, which is material for shareholder voting calculations.

Key dependencies include the Certificate of Designation cap and the outstanding share count used to compute the 9.9% figure; any change in outstanding shares or conversion terms would alter the percent ownership. Watch for filings or amendments if conversion limitations change or if additional Series B shares are issued within the cap.

Corporate Governance Specialist

Control implications are limited despite large economic stake.

The filing notes that Preferred A shares carry supervoting rights that concentrate >90% of voting power with their holder, and therefore the reported holder does not claim de facto control. This distinguishes economic ownership from control and affects corporate governance dynamics.

Investors should note the certification that the position was not acquired to influence control and monitor any future amendments, Schedule 13D filings, or changes to voting structures that could indicate a shift from passive to active intent within a short timeframe.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Thomas Graus report in CS Diagnostics (CSDX)?

The filing reports beneficial ownership of 13,392,434 shares, representing 9.9% of the common stock.

How is the 13,392,434‑share total composed?

It comprises 3,700,000 shares held directly and 9,692,434 shares issuable upon conversion of Series B preferred stock, subject to a 9.9% conversion cap.

Does the filer claim voting control over CS Diagnostics (CSDX)?

The filer reports sole voting and dispositive power over the reported shares but states they do not possess de facto control due to Preferred A supervoting rights held by another holder.

Was the position acquired to influence control of the company?

No. The filing includes a certification that the securities were not acquired and are not held to change or influence control.

Are there limitations on converting the Series B preferred shares?

Yes. The Certificate of Designation limits conversions so the reporting person cannot beneficially own more than 9.9% of outstanding common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 07:50 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

CS DIAGNOSTICS CORP.

(Name of Issuer)

Common Stock (CUSIP 33852L202) and Series B Preferred Stock (no CUSIP assigned)

(Title of Class of Securities)

33852L202

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 33852L202

1

Names of Reporting Persons

Graus Thomas

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ITALY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 13,392,434.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 13,392,434.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

13,392,434.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Pursuant to the Certificate of Designation for the Series B Preferred Stock the Reporting Person may not convert any shares if such conversion would result in the Reporting Person beneficially owning more than 9.9 percent of the outstanding Common Stock The number of shares of Common Stock reported as beneficially owned reflects this limitation In addition the issuers Preferred A Shares carry supervoting rights exceeding 90 percent of total voting power effectively providing their holder with control of the issuer therefore the Reporting Person does not possess de facto control of the issuer All percentages reported herein are approximate and have been calculated based on the issuers reported outstanding shares subject to the 9.9 percent ownership limitation applicable to the Series B Preferred Stock pursuant to its Certificate of Designation The beneficial ownership reported herein excludes any shares of the issuers securities that may be beneficially owned by any entity in which the Reporting Person holds a noncontrolling equity interest as the Reporting Person does not have or share voting or dispositive power over such securities

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CS DIAGNOSTICS CORP.
(b)	Address of issuer's principal executive offices: STRESEMANNALLEE 4B, NEUSS, GERMANY, 41460.
Item 2.
(a)	Name of person filing: Thomas Graus
(b)	Address or principal business office or, if none, residence: Via Generale Guisan 2 6962 Viganello Switzerland
(c)	Citizenship: Italy
(d)	Title of class of securities: Common Stock (CUSIP 33852L202) and Series B Preferred Stock (no CUSIP assigned)
(e)	CUSIP No.: 33852L202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The Reporting Person beneficially owns 13,392,434 shares of the Issuers Common Stock, consisting of 3,700,000 shares of Common Stock held directly and 9,692,434 shares of Common Stock issuable upon conversion of Series B Preferred Stock, subject to the 9.9 percent conversion limitation contained in the Certificate of Designation for the Series B Preferred Stock. The number of shares reported excludes any additional shares of Series B Preferred Stock that cannot be converted due to the 9.9 percent cap, as well as any shares of the Issuers securities that may be beneficially owned by entities in which the Reporting Person holds a non-controlling equity interest, as the Reporting Person does not have or share voting or dispositive power over such securities.
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 13,392,434
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 13,392,434
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Graus Thomas

Signature:	/s/ Graus Thomas
Name/Title:	Mr.
Date:	10/06/2025