[SCHEDULE 13D/A] CHARLES & COLVARD LTD SEC Filing

Rhea-AI Filing Summary

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.

Insights

Financial Analyst

TL;DR: A 7.4% stake plus board nominations is a material investor action that could affect governance and shareholder dynamics.

The filing discloses a 7.4% beneficial position held in aggregate by Riverstyx-related entities and identifies a formal nomination of three directors. From a capital markets perspective, a disclosed stake of this size combined with director nominations is a notable governance engagement; it may prompt investor and management attention given the potential to influence board composition. The filing itself provides ownership details and the names of nominees but does not include any broader strategic proposals, transaction terms, or planned changes to corporate strategy or operations.

Corporate Governance Expert

TL;DR: Nomination of three directors alongside a 7.4% position is a substantive governance event requiring issuer response and shareholder consideration.

The disclosure confirms that Riverstyx Fund, LP formally nominated three individuals and that the nominees' consents are attached as an exhibit. This is a clear, actionable governance step under SEC rules: nominative filings typically initiate dialogue between nominating holders, the board, and other shareholders. The record shows shared voting and dispositive power reported across related entities and an aggregate ownership figure, but it does not describe any agreements, support arrangements, or solicitation plans; those would be material if they exist and are not included here.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

CHARLES & COLVARD LTD

(Name of Issuer)

Common Stock

(Title of Class of Securities)

159765106

(CUSIP Number)

Ben Franklin
3661 Valverde Cir,
JACKSONVILLE, FL, 32224
9042945879

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 159765106

1

Name of reporting person

Riverstyx Capital Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 232,106.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 232,106.00

11

Aggregate amount beneficially owned by each reporting person

232,106.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 159765106

1

Name of reporting person

The Riverstyx Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 232,106.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 232,106.00

11

Aggregate amount beneficially owned by each reporting person

232,106.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 159765106

1

Name of reporting person

Riverstyx Fund, GP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 232,106.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 232,106.00

11

Aggregate amount beneficially owned by each reporting person

232,106.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 159765106

1

Name of reporting person

Ben Franklin

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 100.00
8	Shared Voting Power 232,106.00
9	Sole Dispositive Power 100.00
10	Shared Dispositive Power 232,106.00

11

Aggregate amount beneficially owned by each reporting person

232,206.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

IN, PN, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: CHARLES & COLVARD LTD
(c)	Address of Issuer's Principal Executive Offices: 170 SOUTHPORT DRIVE, MORRISVILLE, NORTH CAROLINA , 27560.
Item 4.	Purpose of Transaction
	On August 22, 2025, Riverstyx Fund, LP submitted to the Issuer, via email and UPS, a notice nominating three individuals, Ben Franklin, Michael R Levin, and Lloyd M Sems, for election to the Board of Directors of the Issuer at its 2025 annual meeting. The consents of the nominees to be named in such nomination are filed herewith as Exhibit 1.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Consents of Nominees Ben Franklin Michael R Levin and Lloyd M Sems

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Riverstyx Capital Management LLC

Signature:	Ben Franklin
Name/Title:	Manager of its GP
Date:	08/25/2025

The Riverstyx Fund, LP

Signature:	Ben Franklin
Name/Title:	Manager
Date:	08/25/2025

Riverstyx Fund, GP

Signature:	Ben Franklin
Name/Title:	Manager
Date:	08/25/2025

Ben Franklin

Signature:	Ben Franklin
Name/Title:	Ben Franklin
Date:	08/25/2025

FAQ

How many shares does Riverstyx report owning in Charles & Colvard (CTHR)?

The filing discloses an aggregate beneficial ownership of 232,106 shares.

What percentage of Charles & Colvard does the reported position represent?

The reported position represents 7.4% of the company's common stock class.

Who were nominated for the board in this Schedule 13D/A?

The nominees named in the filing are Ben Franklin, Michael R. Levin, and Lloyd M. Sems.

Are the nominees' consents included with the filing?

Yes; the filing states that the nominees' consents are filed as Exhibit 1.

Which entities are listed as reporting persons on this filing?

Reporting persons include Riverstyx Capital Management LLC, The Riverstyx Fund, LP, Riverstyx Fund, GP, and Ben Franklin.

Does the filing describe any other plans or agreements related to the nomination?

No; the filing does not disclose any additional plans, agreements, or solicitation arrangements beyond the nomination and consents.