Form 8-K - Current report

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): January 20, 2025

Charles & Colvard, Ltd.

(Exact name of registrant as specified in its charter)

North Carolina

000-23329

56-1928817

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

170 Southport Drive
Morrisville, North Carolina	27560
(Address of principal executive offices)	(Zip Code)

(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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	CTHR	The Nasdaq Stock Market LLC

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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On January 20, 2025, Benedetta Casamento resigned from the Board of Directors of Charles & Colvard, Ltd. (the “Company”). Her resignation from the Board was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 20, 2025, the Board of Directors of the Company amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between four and nine directors, which was previously between five and ten directors.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description of Document
3.1	Amendment of Bylaws, effective January 20, 2025

104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

	Charles & Colvard, Ltd.

January 24, 2025	By:	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

Exhibit 3.1

ARTICLES OF AMENDMENT TO

BYLAWS OF

CHARLES & COLVARD, LTD.

Pursuant to Section 55-10-20 of the North Carolina Business Corporation Act, the undersigned corporation hereby submits these Articles of Amendment for the purposes of amending its Bylaws (as amended and restated effective May 19, 2011):

The name of the corporation is Charles & Colvard, Ltd.

The Bylaws are hereby amended as follows:

That Article 3, Section 2 of the Bylaws, as amended and restated to date, be and hereby is further amended by deleting the first sentence and inserting in its place the following:

“The number of directors constituting the board of directors shall be not less than four nor more than nine.”

The amendment was approved by the Board of Directors of Charles & Colvard, Ltd. as required by Chapter 55 of the North Carolina General Statutes.

These Articles of Amendment will become effective January 20, 2025.

IN WITNESS WHEREOF, I have hereunto set my hand this 20^th day of January, 2025.

	CHARLES & COLVARD, LTD.

	By:	/s/ Neal Goldman
	Name:	Neal Goldman
	Title:	Chairman of the Board of Directors

Cover	Jan. 20, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 20, 2025
Current Fiscal Year End Date	--06-30
Entity File Number	000-23329
Entity Registrant Name	Charles & Colvard, Ltd.
Entity Central Index Key	0001015155
Entity Tax Identification Number	56-1928817
Entity Incorporation, State or Country Code	NC
Entity Address, Address Line One	170 Southport Drive
Entity Address, City or Town	Morrisville
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27560
City Area Code	919
Local Phone Number	468-0399
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	CTHR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false