Current Report Filing (8-k)
May 04 2017 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 4, 2017
Charles & Colvard, Ltd.
(Exact name of registrant as specified in
its charter)
North Carolina
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000-23329
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56-1928817
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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170 Southport Drive
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Morrisville, North Carolina
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27560
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(Address of principal executive offices)
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(Zip Code)
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(919) 468-0399
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02
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Results of Operations and Financial Condition.
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On May 4, 2017, Charles
& Colvard, Ltd. (the “Company”) issued a press release regarding its financial results for the fiscal quarter ended
March 31, 2017. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to General Instruction
B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report, including the press release attached as Exhibit
99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed
to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On May 4, 2017, Charles
& Colvard, Ltd. (the “Company”) received a notification letter from NASDAQ’s Listing Qualifications Department
indicating that the Company is not in compliance with NASDAQ Listing Rule 5450(a)(1) because the minimum bid price of its common
stock on the NASDAQ Global Select Market has closed below $1.00 per share for 30 consecutive business days. The notification letter
has no immediate effect on the NASDAQ listing or trading in the Company’s common stock.
In accordance with NASDAQ
Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until October 31, 2017, to regain compliance with the minimum
$1.00 bid price per share requirement. To regain compliance, any time before October 31, 2017, the bid price of the Company’s
common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days.
If the Company does not
regain compliance by October 31, 2017, the Company expects that NASDAQ will provide written notification that the Company’s
common stock will be delisted. At that time, the Company may appeal NASDAQ’s delisting determination to a NASDAQ hearing
panel. Alternatively, the Company may be eligible to transfer to The NASDAQ Capital Market in order to receive an additional 180-day
grace period if it satisfies all of the requirements, other than the minimum bid price requirement, for listing on The NASDAQ Capital
Market.
The Company intends to
actively monitor the bid price of its common stock and will consider available options to regain compliance with the listing requirements.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description of Document
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99.1
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Press Release dated May 4, 2017
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Charles & Colvard, Ltd.
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May 4, 2017
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By:
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/s/ Suzanne Miglucci
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Suzanne Miglucci
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President and Chief Executive Officer
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Exhibit
Index
Exhibit No.
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Description of Document
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99.1
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Press Release dated May 4, 2017
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