Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 33852L202 |
| 1 | Names of Reporting Persons
Santoli Antonio | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ITALY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,596,680.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 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
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| 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:
Antonio Santoli | |
| (b) | Address or principal business office or, if none, residence:
VIA FEDERICA SPITZER 28 LUGANO-BREGANZONA 6932 TESSIN 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Person beneficially owns 13,596,680 shares of the Issuers Common Stock, consisting of 3,800,000 shares of Common Stock held directly and 9,796,680 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 noncontrolling equity interest, as the Reporting Person does not have or share voting or dispositive power over such securities. | |
| (b) | Percent of class:
9.9 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
13,596,680 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
13,596,680 | ||
| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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