Non-Reliance of Financial Report (Form 8-K)

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On June 23, 2026, the Board of Directors (the "Board") of CS Diagnostics Corp. (the "Company"), after reviewing the findings of management and considering information presented regarding the Company's historical accounting, financial reporting, audit history, and disclosure controls, determined that the Company's previously issued financial statements for the fiscal years ended December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, and any interim financial statements or other financial information included in filings or reports for periods affected by the matters described below (collectively, the "Affected Financial Statements"), should no longer be relied upon.

In connection with this determination, the Board directed management to promptly undertake all necessary actions to correct and restate the Affected Financial Statements. The Board further authorized and instructed management to engage KBF Advisory LLC ("KBF"), the Company's technical accounting advisor, and Shah Teelani & Associates LLC ("Shah Teelani"), the Company's independent registered public accounting firm, to assist in reviewing the Company's accounting treatment, conducting the required re-audits and analyses, and preparing and refiling the Affected Financial Statements and related reports with the Securities and Exchange Commission as expeditiously as practicable.

The Board reached this conclusion in connection with communications with the Staff of the Division of Corporation Finance of the Securities and Exchange Commission regarding the Company's registration statement and management's subsequent review of the Company's historical accounting, financial reporting, audit history and disclosure controls.

The matters giving rise to the non-reliance determination include the following:

(i) Approximately $499.4 million intangible asset.

Management has preliminarily concluded that the approximately $499.4 million intangible asset recorded in connection with a September 4, 2023 transaction was improperly recognized and should be removed from the Company's balance sheet. Management has reassessed the transaction and now believes that the transaction should be evaluated under ASC 805-50, Transactions Between Entities Under Common Control, rather than under a fair value acquisition model. Management is also evaluating the application of ASC 730, Research and Development, ASC 350, Intangibles - Goodwill and Other, ASC 820, Fair Value Measurement, and related U.S. GAAP guidance.

The Company has engaged KBF to assist management in evaluating the appropriate accounting treatment of the transaction, the accounting periods affected, the impact on previously issued financial statements and the disclosures and corrective actions required under U.S. GAAP and SEC rules. KBF is acting as a technical accounting advisor and is not engaged to provide audit or attest services. The Company has also engaged Shah Teelani to work with management and KBF in reviewing the Affected Financial Statements and determining the nature and extent of any required amendments, re-audits, restatements or enhanced disclosures.

Based on management's preliminary conclusions, the Company currently expects that removal of the approximately $499.4 million intangible asset will require restatement of the Affected Financial Statements for one or more reporting periods. The restatement is expected to materially reduce the Company's previously reported total assets and stockholders' equity and may affect related disclosures, accumulated deficit, internal control conclusions and other financial statement line items.

(ii) Prior audit reports and auditor-related matters.

The Company is also reviewing its historical auditor engagements and previously issued audit reports, including audit reports issued by Olayinka Oyebola & Co. ("Olayinka") for certain historical periods. The Company has been informed that Olayinka is subject to SEC and related regulatory restrictions, including restrictions affecting reliance on audit reports issued by that firm. As a result, the Company has determined that audit reports issued by Olayinka with respect to affected historical financial statements, and any financial statements or filings that relied upon such audit reports, should no longer be relied upon.

The Company previously engaged LAO Professionals as a replacement PCAOB-registered auditor for certain periods and has subsequently engaged Shah Teelani as its current independent registered public accounting firm. Shah Teelani is expected to perform audit or re-audit procedures for affected periods, including the fiscal year ended December 31, 2025, as necessary in connection with the Company's restatement and remediation process.