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 615, 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 2.0302 ~~Creation~~Results of aOperations ~~Direct~~and Financial ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Condition.

On November 615, 2024, Charles & Colvard, Ltd. (the “Company”), ~~renewed~~filed a ~~$5,000,000~~Notification ~~cash~~of ~~secured~~Late ~~credit~~Filing ~~facility~~on ~~(as~~Form ~~renewed,~~12b-25 ~~the~~with ~~“Credit~~respect ~~Facility”)~~to ~~from~~its ~~JPMorgan Chase~~Quarterly ~~Bank,~~Report ~~N.A.~~on ~~(“JPMC”),~~Form ~~effective~~10-Q asfor ~~of October 31, 2024. If not renewed,~~ the ~~Credit Facility would have expired by its~~ ~~terms~~period onended ~~October~~September 3130, 2024. ~~The~~(the ~~Credit~~“Form ~~Facility~~12b-25”) ~~may~~with bethe ~~used~~Securities ~~for general corporate~~ and ~~working~~Exchange ~~capital~~Commission ~~purposes,~~(the ~~including,~~“SEC”). ~~subject to certain~~A ~~limitations~~copy ~~set~~of ~~forth under~~ the ~~Credit~~Form ~~Facility~~12b-25, ~~for~~which ~~permitted~~includes ~~acquisitions,~~certain ~~additional~~estimates ~~indebtedness~~regarding ~~for~~the ~~borrowed~~Company’s ~~money,~~results ~~installment~~of ~~obligations, and~~operations ~~obligations under capital~~ and ~~operating~~financial ~~leases. The~~condition for ~~Credit~~the ~~Facility~~period ~~has~~ended anSeptember ~~outstanding balance of $2~~30,~~300,000,~~ ~~as of November 6,~~ 2024, ~~which~~ is ~~the~~furnished ~~same amount~~ as ~~previously~~Exhibit ~~disclosed in the Company’s Form 8-K filed on August~~ 99.1, ~~2024.~~hereto ~~The Credit Facility will mature on January 31, 2025,~~ and isincorporated ~~secured~~herein by ~~a deposit account held by JPMC in the amount of $5,050,000~~reference.

The information ~~Credit~~set ~~Facility~~forth isin ~~evidenced~~this byItem a2.02 ~~credit~~and ~~agreement, (the~~Exhibit ~~“Credit~~99.1 ~~Agreement”)~~incorporated ~~executed~~by onreference ~~July 12~~hereto, ~~2021,~~is abeing ~~First~~furnished ~~Amendment~~and toshall ~~Credit~~not ~~Agreement~~be ~~(the~~ deemed “~~First Amendment~~filed”~~) executed~~ onfor ~~June~~purposes ~~21,~~of ~~2023,~~Section a18 ~~Line~~ of ~~Credit Note (~~the ~~“Note”)~~Securities ~~executed~~Exchange onAct ~~November~~of 61934, ~~2024,~~as ~~and~~amended ~~prior~~(the ~~credit~~“Exchange ~~facility~~Act”), ~~renewals~~or ~~and~~otherwise ~~other~~subject ~~customary~~to ~~ancillary~~the ~~documents~~liabilities ~~related~~of ~~thereto~~such section. The ~~Credit~~information ~~Agreement,~~in ~~Note,~~this ~~and~~Item ~~ancillary~~2.02 ~~documents~~and ~~contain~~Exhibit ~~customary~~99.1 ~~covenants, representations,~~attached ~~fees~~hereto, asshall ~~well~~not asbe incorporated ~~indemnity,~~by ~~expense~~reference ~~reimbursement,~~into ~~and~~any ~~confidentiality~~filing ~~provisions.~~under ~~The~~the ~~Credit~~Securities ~~Facility~~Act ~~contains~~of no1933, ~~financial covenants.~~as ~~JPMC~~amended, isor ~~permitted to assign~~ the ~~Credit~~Exchange ~~Facility.~~Act, ~~The~~except ~~Company’s~~as ~~obligations~~expressly ~~under~~set ~~the~~forth by ~~Credit~~specific ~~Facility~~reference ~~are~~in ~~guaranteed~~such ~~by the~~a ~~Company’s~~filing ~~wholly-owned~~to ~~subsidiaries,~~this ~~Charles~~Current &Report ~~Colvard~~on ~~Direct,~~Form ~~LLC, charlesandcolvard~~8-K.~~com, LLC, and moissaniteoutlet.com, LLC.~~

There are no mandatory prepayments or line reductions. The Company may elect to prepay advances in whole or in part at any time without penalty.

Amounts advanced under the Credit Facility will accrue interest at a variable rate equal to the sum of the monthly secured overnight financing rate plus a margin of 1.25% per annum and an unsecured to secured interest rate adjustment of 0.10% per annum. Interest is calculated monthly based on the actual days elapsed in a year of 360 days and payable monthly in arrears. Upon and during the continuance of a default under the Credit Facility, JPMC may increase the interest to an amount which is 3% in excess of the interest rate otherwise applicable.

Events of default under the Credit Facility include, without limitation, a change in control, a material adverse change in the business of the Company or in its ability to perform its obligations under the Credit Facility, and other circumstances that JPMC believes may impair the prospect of repayment. If an event of default occurs, JPMC is entitled to take enforcement actions, including accelerating amounts due under the Credit Facility and exercising setoff rights.

Except as set forth above, all other terms, conditions and rights of the Credit Facility, including the Credit Agreement, the First Amendment, and the prior credit facility renewals and other customary ancillary documents related thereto remain in full force and effect, which were described in the Current Reports on Form 8-K filed by the Company on July 13, 2021, June 27, 2023, August 2, 2022, June 27, 2023 and August 1, 2024 and such descriptions are incorporated herein by reference. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description of Document~~	Description of Document
10.1	Line of Credit Note, dated as of November 6, 2024 (effective October 31, 2024) by Charles & Colvard, Ltd. to JPMorgan Chase Bank, N.A.
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~~	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 12, 2024	By:	/s/ Clint J. Pete
November 15, 2024	By:	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

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