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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): November 15, 2024

 

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 2.02 Results of Operations and Financial Condition.

 

On November 15, 2024, Charles & Colvard, Ltd. (the “Company”) filed a Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 12b-25”) with the Securities and Exchange Commission (the “SEC”). A copy of the Form 12b-25, which includes certain estimates regarding the Company’s results of operations and financial condition for the period ended September 30, 2024, is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information set forth in this Item 2.02 and Exhibit 99.1 incorporated by reference hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 2.02 and Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.

 

  Item 9.01 Financial Statements and Exhibits.

  

(d)       Exhibits.

 

Exhibit No.   Description of Document
99.1   Notification of Late Filing on Form 12b-25 filed on November 15, 2024 (incorporated by reference herein to the Form 12b-25 filed with the SEC on November 15, 2024)
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.
     
November 15, 2024 By: /s/ Clint J. Pete
    Clint J. Pete
   

Chief Financial Officer

 

 

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Nov. 15, 2024
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Document Period End Date Nov. 15, 2024
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
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Title of 12(b) Security Common Stock, no par value per share
Trading Symbol CTHR
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