Charles & Colvard Files 8-K on Material Agreements

TL;DR

C&C filed an 8-K on 8/29 for material agreements & equity sales.

AI Summary

Charles & Colvard, Ltd. filed an 8-K on August 29, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing details events that occurred on August 29, 2025, and includes information about the company's incorporation in North Carolina and its principal executive offices in Morrisville.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for Charles & Colvard, Ltd., including new agreements and equity transactions that could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Charles & Colvard, Ltd. (company) — Registrant
• August 29, 2025 (date) — Date of earliest event reported
• North Carolina (location) — State of incorporation
• Morrisville, North Carolina (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $2.0 m — or an aggregate total purchase price of $2.0 million, issued in two tranches: (i) an i
• $500,000 — (i) an initial closing in the amount of $500,000 on July 3, 2025, and (ii) a subsequent
• $1.5 million — (ii) a subsequent and final closing of $1.5 million on July 21, 2025. On August 29, 2025, t
• $200,000.00 — r whereby the parties agreed to convert $200,000.00 in principal and accrued but unpaid int
• $0.1478 — s common stock at a conversion price of $0.1478 set forth in the Note, which was the 30

Filing Documents

• tm2525326d1_8k.htm (8-K) — 28KB
• tm2525326d1_ex10-1.htm (EX-10.1) — 15KB
• 0001104659-25-087840.txt ( ) — 202KB
• cthr-20250829.xsd (EX-101.SCH) — 3KB
• cthr-20250829_lab.xml (EX-101.LAB) — 33KB
• cthr-20250829_pre.xml (EX-101.PRE) — 22KB
• tm2525326d1_8k_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Note Conversion Agreement As previously disclosed, on June 24, 2025, Charles & Colvard, Ltd. (the "Company") entered into a Convertible Secured Note Purchase Agreement (the "Note Purchase Agreement") with Ethara Capital LLC (the "Holder"), a Delaware limited liability company. James Tu, Chairman of the Company's Board of Directors (the "Board"), and Ruten Bhanderi, a member of the Board, might be considered affiliates of the Holder. In connection with the Note Purchase Agreement, the Company issued a convertible secured note (the "Note") to the Holder for an aggregate total purchase price of $2.0 million, issued in two tranches: (i) an initial closing in the amount of $500,000 on July 3, 2025, and (ii) a subsequent and final closing of $1.5 million on July 21, 2025. On August 29, 2025, the Company entered into a Note Conversion Agreement (the "Note Conversion Agreement") with the Holder whereby the parties agreed to convert $200,000.00 in principal and accrued but unpaid interest on the Note into 1,353,180 shares of the Company's common stock at a conversion price of $0.1478 set forth in the Note, which was the 30-day volume weighted average price of the Company's common stock at the time the Note Purchase Agreement was executed. The foregoing description of the Note Conversion Agreement does not purport to be complete and is qualified in its entirety by the full text of the Note Conversion Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. On August 29, 2025, the Company issued 1,353,180 unregistered shares of its common stock, in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. The Company's reliance on Section 4(a)(2) and Rule 506(b) in issuing the shares is based on the following factors: (1) the issuance of the shares is an isolated private transaction by the Company that does not involve a public offering, (2) the Holder is the only recipient of the shares, (3) the negotiations for the issuance of the shares took place directly between the Holder and the Company, and (4) the Holder represented that it is an accredited investor as defined in Rule 501(a) of Regulation D, with sufficient experience and ability to evaluate and bear the risks of the investment.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit Number Description 10.1 Note Conversion Agreement, dated August 29, 2025, by and between the Company and Ethara Capital LLC. 104 Cover Page Interactive Data File (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. September 5, 2025 By /s/ Clint J. Pete Clint J. Pete Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR