Welcome to our dedicated page for Charles & Colvard SEC filings (Ticker: CTHR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Charles & Colvard, Ltd. (CTHR) uses its SEC filings to disclose material information about its fine jewelry business, capital structure, governance, and risks. As a company focused on moissanite and lab-grown diamonds, its reports explain how it positions Forever One™ moissanite and Caydia® lab-grown diamonds within the jewelry market, while also detailing financing arrangements, internal control issues, and going concern considerations that are important for investors evaluating CTHR stock.
On this page, you can review Charles & Colvard’s key filings, including annual reports on Form 10-K and quarterly reports on Form 10-Q, where the company discusses its reliance on Made, not Mined™ above-ground gemstones and 100% recycled precious metals, outlines segment dynamics such as its Traditional channel, and describes competitive and operational risks. These periodic reports also include management’s assessment of material weaknesses in internal control over financial reporting and disclosures that certain factors raise substantial doubt about the company’s ability to continue as a going concern.
Current and historical Form 8-K filings provide timely updates on significant events. Examples include the Convertible Secured Note Purchase Agreement with Ethara Capital LLC and related security agreement, notices of default under that note, reverse stock split actions, Nasdaq listing and delisting developments, shareholder litigation and proxy matters, and leadership changes such as the termination of the President and Chief Executive Officer and the appointment of an Executive Chair. These 8-Ks help clarify how financing terms, governance decisions, and legal proceedings affect the company.
Investors can also monitor notifications of late filing on Form 12b-25, where Charles & Colvard explains delays in submitting required reports and reiterates issues such as material weaknesses and going concern risks. Together with other available filings, these documents form a detailed regulatory record of how the company manages its lab-grown gemstone-focused jewelry business, addresses liquidity and compliance challenges, and responds to shareholder activism and legal disputes.
Stock Titan’s platform surfaces these filings with AI-powered summaries that highlight key terms, risk factors, and structural changes, helping readers interpret complex disclosures about CTHR’s operations, capital structure, and governance more efficiently.
Charles & Colvard, Ltd. reported that disinterested members of its Board of Directors approved reimbursing
The Board noted that shareholders holding a majority of voting power had supported the Riverstyx Fund, LP and Duc Pham nominees and that such reimbursements are a common practice in resolving proxy contests. Payment of this reimbursement was approved contingent on, and deferred until, the Company is in a stronger financial position.
Charles & Colvard, Ltd. has filed a voluntary petition for relief under Chapter 11 in the U.S. Bankruptcy Court for the Eastern District of North Carolina. The company plans to operate as a debtor in possession while pursuing a court-supervised restructuring of its financial and operational obligations.
The company is seeking typical first-day court approvals to keep paying employee wages and benefits, certain vendors for post-petition goods and services, and ongoing insurance and tax obligations. It warns that the bankruptcy filing may trigger defaults and potential acceleration under contracts and debt agreements, including a convertible secured note and its main lease, although these effects may be stayed under the Bankruptcy Code.
Management states that business operations, including online sales, are expected to continue in the ordinary course during the process. The company cautions that trading in its common stock during the Chapter 11 case is highly speculative and that shareholders may face a significant or complete loss of their investment, depending on the outcome of the restructuring.
Charles & Colvard, Ltd. filed a late-filing notice for its Form 10-Q for the quarter ended December 31, 2025, stating it cannot meet the deadline, even with the five-day grace period, because it needs more time to complete delinquent annual and quarterly financial statements.
The company cites recent management and board changes, ongoing litigation, and resource constraints as contributing factors, and plans to file after completing its June 30, 2025 Form 10-K and September 30, 2025 Form 10-Q. It expects the delayed 10-Q to report material weaknesses in internal control over financial reporting and factors that raise substantial doubt about its ability to continue as a going concern.
Consistent with prior periods, the company anticipates lower net sales for the December 31, 2025 quarter versus the prior-year quarter and expects to report a net loss, with preliminary, unaudited estimates subject to change. Management has been implementing cost reductions, including headcount cuts, executive salary reductions, supplier reevaluation, and inventory repurposing.
Charles & Colvard, Ltd. reported a leadership change following the Board’s decision on January 5, 2026 to terminate Don O’Connell as President and Chief Executive Officer, without “Cause” as defined in his employment agreement. This means he is leaving the company, but not for reasons classified as cause under his contract.
The Board appointed current Board Chair Michael Levin, age 63, to serve as Executive Chair for an initial three-month term to oversee the company’s affairs, lead the executive team, and conduct a search for a new Chief Executive Officer. For this period, Mr. Levin will receive
Charles & Colvard, Ltd. reports a dispute over a
The company is contesting the validity of the alleged default, which is part of ongoing litigation in the North Carolina Business Court, and is in discussions with the holder. Separately, director Neal Goldman resigned from the board, with the company stating his resignation was not due to disagreements on operations or financial matters. A court-ordered certification of the
Charles & Colvard, Ltd. filed a Form 12b-25 to announce it will not file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 on time. The company cites the need for more time to complete procedures related to delinquent annual financial statements, with ongoing litigation and shareholder activism diverting management attention and resources, and it does not expect to meet the five-day grace period. Based on prior disclosures, the upcoming report is expected to state that material weaknesses in internal control over financial reporting remain and that certain factors raise substantial doubt about the company’s ability to continue as a going concern. The company is executing cost reductions, including headcount and executive salary cuts, supplier reevaluation, and inventory repurposing, and expects net sales to decline and a net loss for the quarter versus the same period in 2024.
Charles & Colvard (CTHR) reported a delay in reporting shareholder vote results. The company held its 2025 Annual Meeting on October 13, 2025, where shareholders considered one proposal to elect five nominees to the Board of Directors. Due to pending legal challenges related to the meeting, results cannot be presented at this time. The company plans to file an amended report once the outcome is known and votes can be tabulated.
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
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.