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

Rhea-AI Filing Summary

Riverstyx Capital Management and affiliated parties report a 7.4% stake in Charles & Colvard Ltd. On August 22, 2025 the Reporting Persons delivered a nomination notice to the issuer nominating Ben Franklin, Michael R. Levin, and Lloyd M. Sems for election to the company’s board at the 2025 Annual Meeting. The filing states the Reporting Persons intend to solicit proxies and may file additional solicitation materials and engage with management, the board, other shareholders, and interested parties about the issuer’s business, governance, strategy, and structure. The filing lists shared voting and dispositive power over 232,106 shares and aggregate beneficial ownership of 232,106 (Ben Franklin holds 232,206 reported aggregated for certain rows).

Positive

• Reported 7.4% beneficial ownership (232,106 shares), a substantial disclosed stake that supports the nominees' board campaign
• Formal nomination delivered on August 22, 2025 and filed as Exhibit 1, establishing a clear, documented engagement process
• Intention to solicit proxies and file solicitation materials under Rule 14a-12, indicating an organized approach to pursue board representation

Negative

• Potential for a proxy contest or governance disruption as the Reporting Persons may pursue additional board representation or changes in management or strategy
• Public solicitation and engagement can lead to increased public scrutiny, legal and proxy-related expenses, and short-term share price volatility

Insights

Financial Analyst

TL;DR: A 7.4% holder has nominated three directors and will solicit proxies, which is a material activist step that can affect governance and strategic direction.

The Reporting Persons disclose shared voting and dispositive power over 232,106 shares (reported as 7.4% of the class) and have formally submitted a Nomination Notice dated August 22, 2025. The filing confirms intent to solicit proxies and potentially file solicitation materials under Rule 14a-12, signaling a campaign for board representation. This level of ownership plus an explicit nomination is material for investors because it can lead to board composition changes, proxy contests, and public solicitation activity that may influence near-term corporate decisions and shareholder communications.

Corporate Governance Expert

TL;DR: Nominating three directors and planning proxy solicitation is a formal activist engagement with potentially significant governance implications.

The filing identifies Ben Franklin, Michael R. Levin, and Lloyd M. Sems as nominees and states that the Reporting Persons may pursue additional board representation or other changes to increase shareholder value. The disclosure of both the Nomination Notice (filed as Exhibit 1) and the intent to engage with management and other shareholders is a clear governance escalation. For the issuer, this typically triggers heightened board response, possible proxy solicitations from multiple sides, and increased scrutiny of corporate strategy and governance practices.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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 Capital Management, LLC and its affiliates (together, the "Reporting Persons") delivered a notice of nomination (the "Nomination Notice") to Charles & Colvard, Ltd. (the "Issuer") nominating Ben Franklin, Michael R. Levin, and Lloyd M. Sems (collectively, the "Nominees") for election to the Issuer's Board of Directors at the Issuer's 2025 Annual Meeting of Shareholders (including any adjournments, postponements, or reschedulings thereof, the "Annual Meeting"). A copy of the Nomination Notice is filed as Exhibit 1 hereto and incorporated by reference herein. The Reporting Persons intend to solicit proxies from the Issuer's shareholders in support of the election of the Nominees at the Annual Meeting. In connection therewith, the Reporting Persons may file with the Securities and Exchange Commission additional solicitation materials, including press releases, letters, presentations, and other communications to shareholders, pursuant to Rule 14a-12 under the Securities Exchange Act of 1934. The Reporting Persons may also have discussions with the Issuer's management, board of directors, other shareholders, and other interested parties concerning the business, governance, operations, strategy, future plans, and corporate structure of the Issuer. The Reporting Persons may take other steps seeking to bring about changes to increase shareholder value, including, without limitation, pursuing additional board representation, changes in management or strategy, or other actions.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Nomination Notice, dated August 22, 2025

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:	09/02/2025

The Riverstyx Fund, LP

Signature:	Ben Franklin
Name/Title:	Manager
Date:	09/02/2025

Riverstyx Fund, GP

Signature:	Ben Franklin
Name/Title:	Manager
Date:	09/02/2025

Ben Franklin

Signature:	Ben Franklin
Name/Title:	Ben Franklin
Date:	09/02/2025

FAQ

What stake does Riverstyx Capital report in Charles & Colvard (CTHR)?

The Reporting Persons state beneficial ownership of 232,106 shares, representing 7.4% of the class.

Who were nominated by the Reporting Persons for the CTHR board?

The Nomination Notice names Ben Franklin, Michael R. Levin, and Lloyd M. Sems as nominees for the 2025 Annual Meeting.

When was the nomination notice delivered to Charles & Colvard (CTHR)?

The filing states the Nomination Notice was delivered on August 22, 2025.

Will the Reporting Persons solicit proxies for their nominees?

Yes. The filing states they intend to solicit proxies and may file additional solicitation materials under Rule 14a-12.

What powers over the shares do the Reporting Persons report?

The filing reports 0 sole voting/dispositive power and 232,106 shared voting and dispositive power (Ben Franklin also shows 100 sole votes in one row and aggregate 232,206 in another row).