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): ~~April~~June 1624, 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: None.

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsConvertible ~~previously~~Secured ~~disclosed,~~Note ~~The~~Purchase Nasdaq Stock Market LLC (“Nasdaq”) granted Charles & Colvard, Ltd. (the “Company”) 180 calendar days from the filing due date for its Form 10-K for the fiscal year ended June 30, 2024 (the “Form 10-K”), or until April 14, 2025 (the “Extension Date”), to file the Form 10-K and its Forms 10-Q for the quarters ended September 30 and December 31, 2024 (the “Forms 10-Q”) and regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). The Listing Rule requires Nasdaq-listed companies to timely file all periodic financial reports with the Securities and Exchange Commission (the “SEC”). Although the Company filed the Form 10-K prior to the Extension Date, the Company has not yet filed the Forms 10-Q.Agreement

On ~~April~~June 1624, 2025, ~~the~~Charles & Colvard, Ltd. (the “Company”) ~~received~~entered into a ~~staff~~Convertible ~~determination letter~~Secured Note Purchase Agreement (the “~~Letter~~Note Purchase Agreement”) ~~from~~with ~~the~~Ethara Capital ~~Listing~~LLC ~~Qualifications staff~~ (the “~~Staff~~Holder”), ~~which~~a ~~states~~Delaware ~~that,~~limited ~~since~~liability ~~the~~company. ~~Company did~~In ~~not~~connection ~~file~~with the ~~Forms~~Note ~~10-Q~~Purchase ~~prior to the Extension Date~~Agreement, the Company agreed isto ~~out~~issue ofa ~~compliance~~convertible ~~with~~secured note (the ~~Listing~~“Note”) ~~Rule.~~to ~~The~~the ~~Company~~Holder ~~does~~for ~~not intend~~an toaggregate ~~appeal~~total ~~the~~purchase ~~Staff’s~~price ~~determination~~of $2.0 ~~As a result~~million, to ~~trading~~be ofissued ~~the~~in ~~Company’s~~two ~~common~~tranches: ~~stock~~(i) an ~~will~~initial beclosing ~~suspended~~in ~~from~~the ~~The Nasdaq~~amount ~~Capital~~of ~~Market~~$500,000 at (the ~~opening~~“Original ofPrincipal ~~business~~Amount”) on or ~~April~~before July 258, 2025 (the “First Closing”), and (ii) a ~~Form 25-NSE~~subsequent ~~will~~and befinal ~~filed~~closing ~~with~~of ~~the~~$1.5 ~~SEC,~~million ~~which~~(the ~~will~~“Additional ~~remove~~Principal Amount”) on such date as the Company’s ~~securities~~and ~~from~~the ~~listing~~Holder thereafter agree, but no later than July 23, 2025 (the “Second Closing,” and ~~registration~~together onwith ~~Nasdaq~~the First Closing, the “Closings”).

The ~~Company~~principal ~~expects~~amount ~~that~~on which interest will accrue is equal to the Original ~~Common~~Principal ~~Stock~~Amount ~~will~~as such amount may be ~~quoted~~(i) increased by payment of PIK Interest (as defined below), (ii) increased by the Additional Principal Amount, and (iii) reduced pursuant to any conversion or redemption effected in accordance with the terms of the Note (such balance from time to time being the “Accreted Principal Amount”). Interest will accrue on the ~~OTC~~Accreted Principal ~~Experts~~Amount ~~Market~~at ~~under~~an annual rate equal to 5%, payable monthly at the ~~symbol~~Holder’s discretion in either (i) cash or (ii) an increase in the Accreted Principal Amount by the amount of interest payable (the “~~CTHR~~PIK Interest”). ~~The~~Subject to obtaining Company ~~can~~shareholder approval ~~provide~~first, nothe ~~assurance~~Holder ~~that~~may, in its ~~common~~sole ~~stock~~discretion, ~~will~~convert ~~continue~~all toor ~~trade on~~any ~~this~~portion ~~market,~~of ~~whether~~the ~~broker-dealers~~Accreted ~~will~~Principal ~~continue~~Amount to(plus ~~provide~~accrued ~~public~~and unpaid ~~quotes~~interest) into shares of ~~its~~the Company’s common stock on(the ~~this~~“Conversion ~~market~~Shares”) orat ~~whether~~any time after the ~~trading~~issuance ~~volume~~of ~~will~~the Note pursuant to its terms. The Accreted Principal Amount, together with any accrued and unpaid interest, shall be ~~sufficient~~due and payable three months following the date the Note is issued (the “Maturity Date”). The Holder may irrevocably elect to ~~provide~~extend the Maturity Date for three periods of up to one year each, provided that the Maturity Date cannot be extended later than thirty-nine months following the date the Note is issued. The Second Closing is conditioned on the absence of both an ~~efficient~~Event ~~trading~~of ~~market~~Default and Fundamental Change (each as defined in the Note). The Note is secured by the Company’s Collateral, as defined in the Security Agreement discussed below, but subordinated to the Company’s debt to Wolfspeed, Inc.

~~Item~~The 7Company agreed to enter into a registration rights agreement relating to the registration for resale of the Conversion Shares within 30 days after the date of the Second Closing.01 ~~Regulation~~The FDNote ~~Disclosure~~also contains Company restrictive affirmative and negative covenants regarding the operation of its business.

The ~~information~~issuance ~~contained~~of the Note was made in ~~Item~~reliance ~~3.01~~upon the exemption provided by Section (4)(a)(2) of ~~this~~the ~~Current~~Securities ~~Report~~Act onof ~~Form 8-K~~1933, as amended (the “Securities Act”), for the offer and sale of issecurities ~~incorporated~~not ~~herein~~involving bya ~~reference~~public offering, and Regulation D promulgated under the Securities Act.

OnSecurity April 22, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Letter. A copy of the press release is attached hereto as Exhibit 99.1.Agreement

InOn ~~accordance~~the ~~with~~date ~~General Instruction B.2~~ of ~~Form 8-K,~~ the ~~information in~~First ~~this Current Report on Form 8-K~~Closing, ~~including~~the ~~Exhibit 99.1,~~Company ~~which is incorporated into this Item 7.01, is being furnished pursuant to Item 7.01~~ and ~~shall not be deemed “filed” for~~ the ~~purposes~~Holder ofwill ~~Section 18~~enter into ofa ~~the~~security ~~Securities~~agreement ~~Exchange Act of 1934, as amended~~ (the “~~Exchange~~Security ~~Act~~Agreement”), orgranting ~~otherwise~~in ~~subject~~favor toof the ~~liabilities~~Holder ofa ~~that~~security ~~section,~~interest ~~nor~~in ~~shall~~all ~~it be deemed incorporated~~tangible byand ~~reference~~intangible inpersonal ~~any~~property ~~filing~~of ~~under~~ the ~~Exchange~~Company. ~~Act,~~On asthe ~~amended,~~date orof the ~~Securities~~Second ~~Act of 1933~~Closing, asthe ~~amended,~~Security ~~except~~Agreement aswill ~~shall~~reflect bethe ~~expressly~~Additional ~~set~~Principal ~~forth by specific reference in such a filing~~Amount.

~~Forward-Looking Statements~~Director Appointment Rights

~~This filing~~In ~~contains~~connection awith ~~number of forward-looking statements within~~ the ~~meaning~~Note ofPurchase ~~Section 27A~~Agreement, of the ~~Securities~~Holder ~~Act of 1933, as~~received ~~amended, and Section 21E of~~ the ~~Securities~~right ~~Exchange Act of 1934, as amended. Words such as “plan,” “expect,” “will,” “working,” and variations of such words and similar future or conditional expressions are intended~~ to ~~identify~~appoint ~~forward-looking~~two ~~statements.~~directors ~~These forward-looking statements are not guarantees of future results and are subject~~ to ~~a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Actual results could differ materially from those contemplated by~~ the ~~forward-looking~~Company’s ~~statements~~board ~~as a result~~ of ~~certain~~directors ~~factors detailed in~~ (the ~~Company’s~~“Board”) ~~filings~~prior ~~with~~to the ~~Securities~~date ~~and~~of ~~Exchange Commission, including~~ the ~~risks and uncertainties described in~~First ~~more~~Closing. ~~detail~~Upon ~~in our filings with~~ the ~~SEC~~Second Closing, ~~including our Annual Report on Form 10-K for~~ the ~~fiscal~~Holder ~~year~~has ~~ended June 30, 2024 and subsequent reports filed with~~ the ~~SEC.~~right ~~The~~to ~~Company~~appoint ~~disclaims~~two ~~and~~observers ~~does not undertake any obligation~~ to ~~update~~the ~~or revise any forward-looking statement in this report, except as required by applicable law or regulation~~Board.

Item 92.0103 Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Exhibit No.		Description of Document
99.1		Press Release dated April 22, 2025
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The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

~~SIGNATURE~~Item 3.02 Unregistered Sales of Equity Securities.

~~Pursuant~~The toinformation ~~the~~included ~~requirements~~in ofItem ~~the~~1.01 ~~Securities Exchange Act~~ of ~~1934,~~this ~~the~~Current ~~registrant~~Report ~~has~~on ~~duly~~Form 8-K is ~~caused~~incorporated ~~this~~by ~~report~~reference tointo bethis ~~signed~~Item on3.02 ~~its~~of ~~behalf~~this byCurrent ~~the~~Report ~~undersigned~~on ~~hereunto duly authorized~~Form 8-K.

	Charles & Colvard, Ltd.
April 22, 2025	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

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

As a condition to the Company’s entry into the Note Purchase Agreement, each of Don O’Connell, the Company’s Chief Executive Officer, and Clint J. Pete, the Company’s Chief Financial Officer, agreed to waive all severance benefits to which they would otherwise be entitled under their respective employment agreements. Prior to the date of the Closings, Mr. Don O’Connell and Mr. Pete will execute waivers regarding their rights to severance benefits.

The foregoing descriptions of the Note Purchase Agreement, and the forms of Note and Security Agreement, do not purport to be complete and are qualified in their entirety by the full text of the Note and the Subsidiary Guaranty, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

10.1		Convertible Secured Note Purchase Agreement, dated June 24, 2025, by and between the Company and the Holder.

10.2		Form of Secured Convertible Note.

10.3		Form of Security Agreement.

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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.

	Charles & Colvard, Ltd.

June 27, 2025	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

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