Charles & Colvard Ltd SEC Filings

Ethara Capital LLC filed an Initial Statement of Beneficial Ownership (Form 3) reporting direct ownership of 1,353,180 shares of Charles & Colvard Ltd (CTHR). The form lists the reporting person's address in New York, NY and indicates a relationship to the issuer as a Director. The event date triggering the filing is 08/29/2025 and the form was signed by Donald R. Reynolds by power of attorney on 10/09/2025.

Duc Pham reports an 11.9% stake in Charles & Colvard, Ltd. The filing shows Mr. Pham beneficially owns 532,216 shares of common stock based on 4,471,453 shares outstanding. He acquired shares with personal funds and on August 20, 2025 received an irrevocable, meeting-limited voting proxy over 144,000 shares from Don Pham for the Issuer's 2025 annual meeting; that proxy grants voting power only and conveys no dispositive or economic interest. On September 23, 2025 Mr. Pham formed a group with Riverstyx Capital Management, Riverstyx Fund entities and three individuals to nominate and solicit proxies for a director slate at the 2025 annual meeting and executed a Joint Filing Agreement. The filing discloses no transactions in the last 60 days and includes the joint filing and proxy exhibits.

Riverstyx group reports beneficial ownership of 532,216 shares (approximately 11.9%) of Charles & Colvard Ltd. The filing shows Riverstyx Fund, LP directly holds 232,106 shares and Duc Pham directly holds 299,900 shares; Duc Pham also holds limited voting power for 144,000 shares via an irrevocable proxy applicable to the 2025 Annual Meeting. The Reporting Persons state they formed a group to nominate a slate for the 2025 Annual Meeting and intend to seek board representation to pursue governance reform, financial stabilization, and an operational turnaround. The group is litigating in North Carolina Business Court to compel the Company to hold the Annual Meeting and to challenge the issuance of approximately 1,353,180 shares under an Ethara convertible note, which they describe as highly dilutive.

Charles & Colvard Ltd filed a Form D reporting a Regulation D, Rule 506(b) exempt equity offering. The company set a total offering amount of $200,000, and reports $200,000 sold with $0 remaining. The first sale date is listed as 2025-08-29 and the notice was signed by the Chief Financial Officer on 2025-09-12. The filing indicates the offering is not intended to last more than one year, the minimum investment accepted is $0, no sales commissions or finders' fees were paid, and $0 of proceeds are designated for executive officers, directors, or promoters. The issuer identified one current investor and selected Rule 506(b) as the claimed exemption.

Riverstyx Capital Management and affiliated parties report a 7.4% stake in Charles & Colvard Ltd. On August 22, 2025 the Reporting Persons delivered a nomination notice to the issuer nominating Ben Franklin, Michael R. Levin, and Lloyd M. Sems for election to the company’s board at the 2025 Annual Meeting. The filing states the Reporting Persons intend to solicit proxies and may file additional solicitation materials and engage with management, the board, other shareholders, and interested parties about the issuer’s business, governance, strategy, and structure. The filing lists shared voting and dispositive power over 232,106 shares and aggregate beneficial ownership of 232,106 (Ben Franklin holds 232,206 reported aggregated for certain rows).

Amendment No. 1 to a Schedule 13D filed by Duc Pham (also shown as Pham Duc Hoang) reports an active effort to seek election to the board of Charles & Colvard, Ltd. The filing states the reporting person beneficially owns 299,900 shares of common stock and delivered a written advance notice nominating himself for the 2025 annual meeting. He intends to solicit proxies representing at least 67% of voting power and will furnish a universal proxy card in accordance with Rule 14a-19. The filing discloses an irrevocable, meeting-limited proxy from Don Pham covering 144,000 shares for the 2025 meeting; the reporter paid $10,000 for that proxy and the proxy does not transfer economic or dispositive power. The filer reports no additional purchases since the original filing and identifies his occupation as a Senior Engineer at Apple Inc.

Riverstyx-affiliated holders report beneficial ownership of 232,106 shares, representing 7.4% of Charles & Colvard Ltd. The filing states that the Riverstyx Fund, LP submitted a notice nominating three individuals—Ben Franklin, Michael R. Levin, and Lloyd M. Sems—for election to the issuer's board and that the nominees' consents are filed as an exhibit. The reporting entities include Riverstyx Capital Management LLC, The Riverstyx Fund, LP, Riverstyx Fund, GP and Ben Franklin, each disclosing shared voting and dispositive power over the reported position.

Charles & Colvard (NASDAQ: CTHR) filed an 8-K announcing a $2.0 million convertible secured note with Ethara Capital. The financing comes in two closings—$0.5 M by July 8 and $1.5 M by July 23 2025—accrues 5% annual interest payable in cash or PIK, and initially matures three months after issuance, extendable up to 39 months at the lender’s option.

Subject to shareholder approval, Ethara may convert any or all principal and interest into common stock and will receive two board seats (plus two observers after the second closing). The note is secured by substantially all company assets but is subordinated to existing Wolfspeed debt. Within 30 days of the second closing, the company must file a resale registration statement for the conversion shares.

As a condition of the deal, CEO Don O’Connell and CFO Clint Pete waived all severance benefits. No other material changes were disclosed.