CTHR Form D: $200,000 equity offering fully sold under Rule 506(b)

Rhea-AI Filing Summary

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.

Positive

• Offering fully subscribed: the filing reports $200,000 total sold with $0 remaining.
• No sales commissions or finders' fees reported, preserving gross proceeds for corporate use.
• No proceeds to insiders: $0 designated for executive officers, directors, or promoters.
• Regulation compliance: exemption claimed under Rule 506(b) and certified by the CFO.

Negative

• Very small raise: total offering of $200,000 is immaterial relative to typical public-company capital needs.
• Limited investor base: the filing lists only 1 investor, indicating narrow distribution and limited market reach.

Insights

Securities Analyst

TL;DR: Small, closed equity raise under Rule 506(b) fully subscribed; limited market impact given size and single investor.

The Form D documents a modest equity offering of $200,000 completed under Rule 506(b). The entire amount is reported sold with no remaining capacity, suggesting the raise was closed or fully subscribed. No sales commissions or finder fees were paid, which reduces dilution to proceeds. Reporting a single investor and a $0 minimum investment is unusual but consistent with a targeted, limited placement rather than a broad retail raise. For public investors, the transaction is immaterial to enterprise valuation given the small dollar amount relative to the issuer size the form indicates.

Corporate Governance Expert

TL;DR: Filing shows transparent disclosure of exemption, insiders not paid from proceeds, and CFO certification; governance risk appears limited from this notice.

The Form D identifies executive officers and directors by name and provides a signed certification by the CFO, which satisfies basic disclosure practices for exempt offerings. The form states $0 of proceeds will be used to compensate executives or directors, reducing immediate related-party payment concerns. The use of Rule 506(b) implies reliance on pre-existing investor relationships rather than general solicitation. The single-investor outcome and small size suggest limited governance or control changes resulting from this offering.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001015155

C3 INC /NC/

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

CHARLES & COLVARD LTD

Jurisdiction of Incorporation/Organization

NORTH CAROLINA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
CHARLES & COLVARD LTD
Street Address 1		Street Address 2
170 SOUTHPORT DRIVE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MORRISVILLE	NORTH CAROLINA	27560	9194680399

3. Related Persons

Last Name	First Name	Middle Name
O'Connell	Don
Street Address 1	Street Address 2
c/o Charles & Colvard, Ltd.	170 Southport Drive
City	State/Province/Country	ZIP/PostalCode
Morrisville	NORTH CAROLINA	27560

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Bhanderi	Ruten
Street Address 1	Street Address 2
c/o Charles & Colvard, Ltd.	170 Southport Drive
City	State/Province/Country	ZIP/PostalCode
Morrisville	NORTH CAROLINA	27560

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Butler	Anne
Street Address 1	Street Address 2
c/o Charles & Colvard, Ltd.	170 Southport Drive
City	State/Province/Country	ZIP/PostalCode
Morrisville	NORTH CAROLINA	27560

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Goldman	Neal
Street Address 1	Street Address 2
c/o Charles & Colvard, Ltd.	170 Southport Drive
City	State/Province/Country	ZIP/PostalCode
Morrisville	NORTH CAROLINA	27560

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tu	James
Street Address 1	Street Address 2
c/o Charles & Colvard, Ltd.	170 Southport Drive
City	State/Province/Country	ZIP/PostalCode
Morrisville	NORTH CAROLINA	27560

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Pete	Clint	J.
Street Address 1	Street Address 2
c/o Charles & Colvard, Ltd.	170 Southport Drive
City	State/Province/Country	ZIP/PostalCode
Morrisville	NORTH CAROLINA	27560

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

X

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-29				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$200,000	USD	or Indefinite
Total Amount Sold	$200,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
CHARLES & COLVARD LTD	/s/ Clint J. Pete	Clint J. Pete	Chief Financial Officer	2025-09-12

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did CTHR report on its Form D filing?

Charles & Colvard Ltd (CTHR) reported a Rule 506(b) exempt equity offering with a total offering amount of $200,000, $200,000 sold and $0 remaining.

When was the first sale and who signed the Form D for CTHR?

The first sale date is listed as 2025-08-29 and the Form D was signed by CFO Clint J. Pete on 2025-09-12.

Did CTHR pay sales commissions or finders' fees for this offering?

No. The filing reports $0 in sales commissions and $0 in finders' fees.

Were any proceeds designated for executives or directors in the CTHR offering?

No. The filing states $0 of the gross proceeds will be used for payments to named executive officers, directors, or promoters.

How many investors participated in the CTHR offering?

The filing indicates a total of 1 investor has already invested in the offering.