| 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 2. | Identity and Background |
|
| (a) | Duc Pham |
| (b) | 3286 Vin Santo Ln
San Jose, CA 95148 |
| (c) | Present Principal Occupation/Employment: Senior Engineer, Apple Inc. (consumer electronics and software).
Employer Address: Apple Inc., One Apple Park Way, Cupertino, CA 95014 |
| (d) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was not and is not subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was not and is not subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | No change. The Reporting Person has not used any additional funds to acquire securities since the filing of the Original Schedule 13D. The $10,000 consideration related to the Proxy Voting Agreement is described in Item 6 and did not involve the purchase of securities. |
| Item 4. | Purpose of Transaction |
| | On August 25, 2025 the Reporting Person delivered a written advance notice nomination to the issuer corporate secretary by FedEx and UPS pursuant to the issuer bylaws and Rule 14a-19 under the Securities Exchange Act of 1934. The nomination is for election of the Reporting Person to the board of directors at the 2025 annual meeting scheduled for October 13, 2025. The Reporting Person intends to solicit proxies from holders representing at least 67 percent of the voting power entitled to vote in the election of directors and to furnish a universal proxy card in accordance with Rule 14a-19. The Reporting Person intends to comply with Rule 14a-19 including any required notices of changes and the certification in Rule 14a-19(f).
The Reporting Person may file preliminary or definitive proxy statements and additional soliciting materials and may communicate with shareholders and other market participants regarding the issuer, board composition, governance, strategy, and performance. The Reporting Person may evaluate additional plans or proposals with respect to the matters listed in Items 4(a) through 4(j) of Schedule 13D and reserves the right to take actions described in those items subject to applicable law.
Except as described above, the information regarding plans or proposals in the Original Schedule 13D is unchanged. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As previously reported in the Original Schedule 13D, the Reporting Person beneficially owns approximately 4.99 percent of the outstanding Common Stock. There is no change to the amount or percentage beneficially owned. |
| (b) | No change to the Reporting Person voting or dispositive power from the Original Schedule 13D. As described in Item 6, the Reporting Person has meeting limited voting power with respect to 144,000 shares held by Don Pham under a proxy that applies only to the 2025 annual meeting, and has no dispositive power or economic power over those shares. |
| (c) | Since the filing of the Original Schedule 13D on August 22, 2025, the Reporting Person has not effected any transactions in the Common Stock. During the 60 days prior to this filing, there were no transactions by the Reporting Person. |
| (d) | No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities owned by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | On August 20, 2025, Don Pham and the Reporting Person entered into an irrevocable proxy voting agreement. Under this agreement, Don Pham granted the Reporting Person voting power only with respect to 144,000 shares of Common Stock for the 2025 annual meeting of shareholders. The proxy is meeting limited and does not grant the Reporting Person dispositive power or any economic rights in those shares. Don Pham retains full beneficial and dispositive ownership of the shares. The Reporting Person paid consideration of 10,000 dollars for the proxy.
Other than the proxy described above, the Reporting Person has no contracts, arrangements, understandings, or relationships with any person with respect to any of the issuer securities, including but not limited to options, swaps, short positions, borrowed or loaned shares, pledges, or performance based fees.
The proxy agreement is Exhibit 99.1 to the Original Schedule 13D filed on August 22, 2025, and is incorporated by reference into this Amendment. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.2 - Board Nomination Notice to Corporate Secretary dated August 25, 2025 (filed herewith).
Exhibit 99.1 - Irrevocable Proxy Voting Agreement dated August 20, 2025 (incorporated by reference to Exhibit 99.1 to Schedule 13D filed August 22, 2025, SEC Accession No. 0001376474-25-000764).
No joint filing agreement applies. |
