Welcome to our dedicated page for Charles & Colvard SEC filings (Ticker: CTHR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Charles & Colvard, Ltd. (CTHR) uses its SEC filings to disclose material information about its fine jewelry business, capital structure, governance, and risks. As a company focused on moissanite and lab-grown diamonds, its reports explain how it positions Forever One™ moissanite and Caydia® lab-grown diamonds within the jewelry market, while also detailing financing arrangements, internal control issues, and going concern considerations that are important for investors evaluating CTHR stock.
On this page, you can review Charles & Colvard’s key filings, including annual reports on Form 10-K and quarterly reports on Form 10-Q, where the company discusses its reliance on Made, not Mined™ above-ground gemstones and 100% recycled precious metals, outlines segment dynamics such as its Traditional channel, and describes competitive and operational risks. These periodic reports also include management’s assessment of material weaknesses in internal control over financial reporting and disclosures that certain factors raise substantial doubt about the company’s ability to continue as a going concern.
Current and historical Form 8-K filings provide timely updates on significant events. Examples include the Convertible Secured Note Purchase Agreement with Ethara Capital LLC and related security agreement, notices of default under that note, reverse stock split actions, Nasdaq listing and delisting developments, shareholder litigation and proxy matters, and leadership changes such as the termination of the President and Chief Executive Officer and the appointment of an Executive Chair. These 8-Ks help clarify how financing terms, governance decisions, and legal proceedings affect the company.
Investors can also monitor notifications of late filing on Form 12b-25, where Charles & Colvard explains delays in submitting required reports and reiterates issues such as material weaknesses and going concern risks. Together with other available filings, these documents form a detailed regulatory record of how the company manages its lab-grown gemstone-focused jewelry business, addresses liquidity and compliance challenges, and responds to shareholder activism and legal disputes.
Stock Titan’s platform surfaces these filings with AI-powered summaries that highlight key terms, risk factors, and structural changes, helping readers interpret complex disclosures about CTHR’s operations, capital structure, and governance more efficiently.
Charles & Colvard, Ltd. obtained interim court approval for a senior secured superpriority debtor-in-possession credit facility as part of its ongoing Chapter 11 case. The multiple-draw term loan allows borrowing of up to $1 million under a Section 364 Financing Loan Agreement with Van Lang Jewelry LLC.
The funds may be used to pay operating expenses, bankruptcy administration costs, required debt service in the Chapter 11 proceeding, and fees, interest and other amounts owed under the DIP agreement. Borrowings generally bear interest at 9% per annum and are subject to customary covenants and events of default.
The company warns that trading in its common stock during the Chapter 11 process is highly speculative and that shareholders may face a significant or complete loss of their investment, depending on how the restructuring is resolved.
Charles & Colvard, Ltd. reported several governance changes. Director Duc Pham resigned from the board effective March 25, 2026, with the company stating his departure did not involve any disagreement over operations, policies, or practices. He previously served on the Audit Committee and chaired the Compensation Committee, and the board size was reduced from four to three members.
Michael Levin’s role as Executive Chair, originally a three‑month appointment beginning January 5, 2026, was extended by one additional month. During this extended term, he will be paid $7,500 per month in place of standard board compensation. The board also amended the bylaws on March 27, 2026 to change the permitted board size range from between four and nine directors to between three and nine directors, aligning the bylaws with the new board structure.
Charles & Colvard, Ltd. filed an amended current report to correct its share count and clarify the treatment of a prior note conversion. The company had issued a $2.0 million convertible secured note dated July 3, 2025, due October 3, 2025, to Ethara Capital LLC.
Under an August 29, 2025 Note Conversion Agreement, $200,000 of principal and accrued interest was intended to convert into 1,353,180 common shares at a $0.1478 conversion price. After reviewing this transaction and a related default notice, the Board determined on February 26, 2026 that the attempted conversion was invalid because it lacked required shareholder approval.
As a result, the company states that the correct number of authorized and outstanding shares is 3,118,273, and no other aspects of the earlier disclosure are being changed in this amendment.
Charles & Colvard, Ltd. reported that disinterested members of its Board of Directors approved reimbursing $406,188.72 of reasonable and necessary expenses incurred by Riverstyx Fund, LP and director Duc Pham in a proxy solicitation for the Company’s 2025 Annual Meeting of Shareholders.
The Board noted that shareholders holding a majority of voting power had supported the Riverstyx Fund, LP and Duc Pham nominees and that such reimbursements are a common practice in resolving proxy contests. Payment of this reimbursement was approved contingent on, and deferred until, the Company is in a stronger financial position.
Charles & Colvard, Ltd. has filed a voluntary petition for relief under Chapter 11 in the U.S. Bankruptcy Court for the Eastern District of North Carolina. The company plans to operate as a debtor in possession while pursuing a court-supervised restructuring of its financial and operational obligations.
The company is seeking typical first-day court approvals to keep paying employee wages and benefits, certain vendors for post-petition goods and services, and ongoing insurance and tax obligations. It warns that the bankruptcy filing may trigger defaults and potential acceleration under contracts and debt agreements, including a convertible secured note and its main lease, although these effects may be stayed under the Bankruptcy Code.
Management states that business operations, including online sales, are expected to continue in the ordinary course during the process. The company cautions that trading in its common stock during the Chapter 11 case is highly speculative and that shareholders may face a significant or complete loss of their investment, depending on the outcome of the restructuring.
Charles & Colvard, Ltd. filed a late-filing notice for its Form 10-Q for the quarter ended December 31, 2025, stating it cannot meet the deadline, even with the five-day grace period, because it needs more time to complete delinquent annual and quarterly financial statements.
The company cites recent management and board changes, ongoing litigation, and resource constraints as contributing factors, and plans to file after completing its June 30, 2025 Form 10-K and September 30, 2025 Form 10-Q. It expects the delayed 10-Q to report material weaknesses in internal control over financial reporting and factors that raise substantial doubt about its ability to continue as a going concern.
Consistent with prior periods, the company anticipates lower net sales for the December 31, 2025 quarter versus the prior-year quarter and expects to report a net loss, with preliminary, unaudited estimates subject to change. Management has been implementing cost reductions, including headcount cuts, executive salary reductions, supplier reevaluation, and inventory repurposing.
Charles & Colvard, Ltd. reported a leadership change following the Board’s decision on January 5, 2026 to terminate Don O’Connell as President and Chief Executive Officer, without “Cause” as defined in his employment agreement. This means he is leaving the company, but not for reasons classified as cause under his contract.
The Board appointed current Board Chair Michael Levin, age 63, to serve as Executive Chair for an initial three-month term to oversee the company’s affairs, lead the executive team, and conduct a search for a new Chief Executive Officer. For this period, Mr. Levin will receive $18,000 per month for his Executive Chair role instead of his usual Board compensation. The company states that he has extensive financial, accounting, investment, audit and marketing experience, no family relationships with other executives or directors, and no material related-party transactions that require disclosure.
Charles & Colvard, Ltd. reports a dispute over a $2.0 million convertible secured note and recent board and governance developments. The company received a notice from Ethara Capital LLC claiming an event of default after the company did not pay the accreted principal and accrued interest at the note’s October 3, 2025 maturity. The holder asserts that, following this event, the note’s interest rate rose from 5% to 9% annually and that it may accelerate all obligations and pursue remedies against collateral.
The company is contesting the validity of the alleged default, which is part of ongoing litigation in the North Carolina Business Court, and is in discussions with the holder. Separately, director Neal Goldman resigned from the board, with the company stating his resignation was not due to disagreements on operations or financial matters. A court-ordered certification of the October 13, 2025 annual meeting results, excluding certain converted shares, led to the election of four directors and a tie between two candidates, leaving one board seat vacant to be filled later.
Charles & Colvard, Ltd. filed a Form 12b-25 to announce it will not file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 on time. The company cites the need for more time to complete procedures related to delinquent annual financial statements, with ongoing litigation and shareholder activism diverting management attention and resources, and it does not expect to meet the five-day grace period. Based on prior disclosures, the upcoming report is expected to state that material weaknesses in internal control over financial reporting remain and that certain factors raise substantial doubt about the company’s ability to continue as a going concern. The company is executing cost reductions, including headcount and executive salary cuts, supplier reevaluation, and inventory repurposing, and expects net sales to decline and a net loss for the quarter versus the same period in 2024.
Charles & Colvard (CTHR) reported a delay in reporting shareholder vote results. The company held its 2025 Annual Meeting on October 13, 2025, where shareholders considered one proposal to elect five nominees to the Board of Directors. Due to pending legal challenges related to the meeting, results cannot be presented at this time. The company plans to file an amended report once the outcome is known and votes can be tabulated.