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. filings document the regulatory record for a North Carolina fine jewelry company specializing in moissanite and lab-grown diamonds. Its 8-K and amended 8-K reports cover material definitive agreements, convertible secured note disclosures, capital-structure changes, and strategic financing arrangements tied to the company’s operating and liquidity position.
The filing record also documents the company’s Chapter 11 bankruptcy petition, debtor-in-possession financing, securities registered under Section 12(b), late-filing notices, board composition changes, executive chair compensation, proxy-solicitation expense reimbursement, and other governance matters. These disclosures frame CTHR’s formal reporting around corporate status, governance, financing, and ongoing operating risks.
Charles & Colvard, Ltd. updates its Chapter 11 process and governance arrangements. The company highlights an asset purchase agreement under which a buyer agreed to acquire substantially all assets, excluding specified items, for $1,500,000, subject to Bankruptcy Court approval and potential credit bidding of debtor-in-possession loan obligations.
The Bankruptcy Court approved the buyer as “stalking horse,” related credit bid provisions, break-up fee, expense reimbursement, and bidding procedures, and set a final sale hearing for June 22, 2026. Separately, Executive Chair Michael Levin’s role was shifted to a month-to-month term at $7,500 per month in lieu of other board compensation.
The company warns that trading in its common stock during the Chapter 11 case is highly speculative and states that common shareholders may face a significant or complete loss of their investment, depending on the ultimate outcome of the restructuring.
Charles & Colvard, Ltd. entered into an Asset Purchase Agreement to sell its assets (other than specified excluded assets) to Van Lang Jewelry LLC or its affiliate for $1,500,000, subject to conditions including approval by the U.S. Bankruptcy Court.
The buyer is expected to serve as the Chapter 11 “stalking horse” bidder under section 363 sale procedures, with a $45,000 break-up fee and up to $45,000 of expense reimbursement in certain termination scenarios. The company, which filed for Chapter 11 on March 2, 2026, warns that common stockholders may face a significant or complete loss on their investment.
Charles & Colvard, Ltd. obtained interim court approval for a senior secured superpriority debtor-in-possession credit facility as part of its ongoing Chapter 11 case. The multiple-draw term loan allows borrowing of up to $1 million under a Section 364 Financing Loan Agreement with Van Lang Jewelry LLC.
The funds may be used to pay operating expenses, bankruptcy administration costs, required debt service in the Chapter 11 proceeding, and fees, interest and other amounts owed under the DIP agreement. Borrowings generally bear interest at 9% per annum and are subject to customary covenants and events of default.
The company warns that trading in its common stock during the Chapter 11 process is highly speculative and that shareholders may face a significant or complete loss of their investment, depending on how the restructuring is resolved.
Charles & Colvard, Ltd. reported several governance changes. Director Duc Pham resigned from the board effective March 25, 2026, with the company stating his departure did not involve any disagreement over operations, policies, or practices. He previously served on the Audit Committee and chaired the Compensation Committee, and the board size was reduced from four to three members.
Michael Levin’s role as Executive Chair, originally a three‑month appointment beginning January 5, 2026, was extended by one additional month. During this extended term, he will be paid $7,500 per month in place of standard board compensation. The board also amended the bylaws on March 27, 2026 to change the permitted board size range from between four and nine directors to between three and nine directors, aligning the bylaws with the new board structure.
Charles & Colvard, Ltd. filed an amended current report to correct its share count and clarify the treatment of a prior note conversion. The company had issued a $2.0 million convertible secured note dated July 3, 2025, due October 3, 2025, to Ethara Capital LLC.
Under an August 29, 2025 Note Conversion Agreement, $200,000 of principal and accrued interest was intended to convert into 1,353,180 common shares at a $0.1478 conversion price. After reviewing this transaction and a related default notice, the Board determined on February 26, 2026 that the attempted conversion was invalid because it lacked required shareholder approval.
As a result, the company states that the correct number of authorized and outstanding shares is 3,118,273, and no other aspects of the earlier disclosure are being changed in this amendment.
Charles & Colvard, Ltd. reported that disinterested members of its Board of Directors approved reimbursing $406,188.72 of reasonable and necessary expenses incurred by Riverstyx Fund, LP and director Duc Pham in a proxy solicitation for the Company’s 2025 Annual Meeting of Shareholders.
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 $18,000 per month for his Executive Chair role instead of his usual Board compensation. The company states that he has extensive financial, accounting, investment, audit and marketing experience, no family relationships with other executives or directors, and no material related-party transactions that require disclosure.
Charles & Colvard, Ltd. reports a dispute over a $2.0 million convertible secured note and recent board and governance developments. The company received a notice from Ethara Capital LLC claiming an event of default after the company did not pay the accreted principal and accrued interest at the note’s October 3, 2025 maturity. The holder asserts that, following this event, the note’s interest rate rose from 5% to 9% annually and that it may accelerate all obligations and pursue remedies against collateral.
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 October 13, 2025 annual meeting results, excluding certain converted shares, led to the election of four directors and a tie between two candidates, leaving one board seat vacant to be filled later.