Thomas Graus discloses 13.39M CS Diagnostics shares, capped at 9.9%
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.
Positive
- None.
Negative
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Insights
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.
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.