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 2722, 2026

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.

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 1.01 Entry into a Material Definitive Agreement.

~~The~~As previously disclosed, on ~~information~~March ~~set~~2, ~~forth~~2026, ~~under~~Charles ~~Item~~& 1Colvard, Ltd.01, ofa ~~this~~North ~~Current~~Carolina ~~Report~~corporation on(the ~~Form 8-K~~“Company”), ~~regarding~~filed ~~the~~a ~~Asset~~voluntary ~~Purchase~~petition ~~Agreement~~for relief (the “~~Purchase Agreement~~Chapter 11 Case”) ~~with~~under ~~Van~~Chapter ~~Lang~~11 ~~Jewelry~~of ~~LLC~~Title or11 ~~its~~of ~~affiliate~~the ~~Jewelry~~United ~~Design~~States ~~Partners~~Code ~~LLC~~(“Chapter 11”) in the United States Bankruptcy Court for the Eastern District of North Carolina (the “~~Buyer~~Bankruptcy Court”),. ~~dated~~The ascase ofis ~~April 15, 2026,~~styled isas ~~incorporated~~In ~~herein~~re byCharles & ~~reference~~Colvard, Ltd.

~~Item~~Also as previously disclosed, on ~~5.02~~April ~~Departure~~15, 2026, the Company finalized negotiations of ~~Directors~~an Asset Purchase Agreement (the “JDP Purchase Agreement”) with Van Lang Jewelry LLC or ~~Certain~~its ~~Officers;~~affiliate ~~Election~~Jewelry Design Partners LLC (“JDP”), pursuant to which, subject to the terms and conditions set forth therein, including approval of ~~Directors;~~the ~~Appointment~~Bankruptcy Court, JDP agreed to acquire the assets of ~~Certain~~the ~~Officers;~~Company (except ~~Compensatory~~for ~~Arrangements~~the Excluded Assets, as listed on Schedule 1 thereto) and assume certain liabilities (the “JDP Transaction”), for consideration of $1,500,000 (subject to a credit bid and offset against all of the indebtedness owed to JDP under the Section 364 ~~Certain~~Financing ~~Officers~~Loan Agreement dated March 24, 2026, by and between the Company and JDP (the “DIP Facility”)). A former member of the Company’s Board of Directors (the “Board”), Duc Pham, who resigned from the Board on March 25, 2026, is a Manager of JDP.

~~(c) As~~Also as previously disclosed, ~~Michael~~on April ~~Levin~~29, ~~was~~2026, ~~appointed~~the byBankruptcy Court entered an Order (i) approving JDP as the ~~Board~~“stalking horse” bidder with respect to ~~serve~~the assets asto ~~Executive~~be ~~Chair~~acquired under the JDP Purchase Agreement on ~~January 5~~the terms set forth in the Order, ~~2026~~(ii) ~~for~~approving anthe ~~initial~~“stalking horse” ~~term~~bidder to credit bid all or any portion of ~~three~~the ~~months~~outstanding DIP Obligations (as defined in the JDP Purchase Agreement) under the DIP Facility, as ~~which~~a part of the ~~Board~~purchase ~~extended~~price ~~for~~under anthe ~~additional~~JDP ~~one~~Purchase Agreement, (iii) approving the credit bid provisions contemplated by the JDP Purchase Agreement, (iv) approving the stalking horse break-~~month~~up ~~period~~fee onand ~~March 25~~expense reimbursement as set forth in the JDP Purchase Agreement, ~~2026~~and (v) approving the proposed bidding procedures. OnThe ~~April 27~~Bankruptcy Court scheduled the final sale hearing for June 22, 2026, ~~the~~at 11:00 a.m. ET. ~~Board~~The JDP Transaction was to be conducted pursuant to Bankruptcy Court-approved ~~changing~~bidding procedures and was subject to (a) the ~~term~~receipt of a ~~Mr. Levin’s~~bid ~~appointment~~that ~~from~~meets athe ~~fixed~~specifications ~~term~~set toforth ain ~~month-to-month~~the ~~arrangement~~JDP Purchase Agreement and that constitutes, toin ~~continue~~the Company’s reasonable judgment, ~~until~~a higher or otherwise ~~determined~~better offer from competing bidders, (b) approval of the sale by the ~~Board~~Bankruptcy Court, and (c) the ~~“Extended~~satisfaction of ~~Term”)~~certain conditions to closing. On April 30, 2026, after approval of the Bankruptcy Court, the Company countersigned the JDP Purchase Agreement.

On June 22, 2026, the Company held an auction pursuant to the bidding procedures approved by the Bankruptcy Court (ethe “Auction”) ~~During~~. At the ~~Extended~~conclusion ~~Term,~~of the ~~Board~~Auction, the Company determined ~~that~~the ~~Mr. Levin~~bid ~~will~~submitted ~~receive~~by $7AJS Creations,~~500~~ ~~per~~Inc. ~~month~~(“AJS”) ~~for~~was ~~his~~the ~~services~~highest or otherwise best bid and designated AJS as ~~Executive~~the ~~Chair~~successful bidder for the Company’s assets (except for the Excluded Assets, as listed on Schedule 1 to the AJS Purchase Agreement (as defined below)). inThe ~~lieu~~Company ofalso ~~any~~determined ~~other~~that ~~Board~~the ~~compensation~~bid ~~applicable~~submitted ~~for~~by Light & Star USA Inc. (“Light & Star”) was the ~~time~~second ~~period~~highest or ~~during~~otherwise ~~which~~second-best hebid isand ~~acting~~designated Light & Star as ~~Executive~~the ~~Chair~~back-up bidder for the Company’s assets (except for the Excluded Assets, as listed on Schedule 1 to the AJS Purchase Agreement).

~~Item~~On June 22, 2026, the Company and AJS entered ~~8.01~~into ~~Other~~an ~~Events~~Overbid Purchase Agreement (the “AJS Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth therein, AJS agreed to acquire specified assets related to the Company’s business and assume certain liabilities (the “AJS Transaction”), subject to the Bankruptcy Court’s approval, for cash consideration of $2,700,000.

~~As previously~~The ~~disclosed,~~AJS onPurchase ~~March 2,~~Agreement ~~2026,~~contains ~~Charles &~~customary representations ~~Colvard, Ltd.,~~and awarranties ~~North~~of ~~Carolina~~the ~~corporation~~parties ~~(the~~and ~~“Company”), filed~~is subject to a ~~voluntary~~number ~~petition~~of ~~for~~closing ~~relief~~conditions, ~~under~~including, ~~Chapter~~among 11others, (i) the accuracy of ~~Title~~representations 11and warranties of the ~~United~~parties; ~~States Code~~ (~~“Chapter 11”~~ii) in the ~~United States~~entry ~~Bankruptcy~~of ~~Court~~an ~~for~~order approving the ~~Eastern~~AJS ~~District~~Purchase ofAgreement ~~North~~and ~~Carolina~~the (transactions contemplated therein by the “Bankruptcy Court~~”),~~; and ~~commenced~~(iii) compliance ain ~~Chapter~~all 11material ~~case for~~respects ~~the~~with ~~Company (~~the ~~“Chapter~~obligations 11of ~~Case”).~~the ~~The~~parties ~~case~~set forth isin ~~styled~~the asAJS InPurchase ~~re Charles & Colvard, Ltd~~Agreement.

~~As previously~~Upon ~~disclosed,~~ the ~~Company~~consummation ~~entered into the Purchase Agreement, pursuant to which, subject to the terms and conditions set forth therein, including approval~~ of the ~~Bankruptcy~~AJS ~~Court, the Buyer agreed to acquire the assets of the Company (except for the Excluded Assets, as listed on Schedule 1 thereto) and assume certain liabilities (the “~~Transaction”), ~~for consideration of $1,500,000 (subject~~ ~~to a credit bid and offset against all of~~ the ~~indebtedness~~JDP ~~owed~~Purchase ~~to the Buyer under the Section 364 Financing Loan~~ Agreement ~~dated March 24,~~will ~~2026~~terminate, by and ~~between~~ the Company ~~and~~will ~~the~~use ~~Buyer~~a ~~(the~~portion ~~“DIP Facility”)). A former member~~ of the ~~Company’s Board~~purchase ofprice ~~Directors~~received ~~(the “Board”), Duc Pham, who resigned~~ from ~~the~~AJS ~~Board~~to onpay ~~March 25,~~Van ~~2026,~~Lang Jewelry isLLC a ~~Manager~~break-up fee of ~~Jewelry Design Partners LLC~~$45,000.

On ~~April 29,~~ ~~2026,~~June the Bankruptcy Court entered an Order (i) approving the Buyer as the “stalking horse” bidder with respect to the assets to be acquired under the Purchase Agreement on the terms set forth in the Order25, ~~(ii) approving the “stalking horse” bidder to credit bid all or any portion of the outstanding DIP Obligations (as defined within the Purchase Agreement) under the DIP Facility~~2026, ~~as a part of~~ the purchase price under the Purchase Agreement, (iii) approving the credit bid provisions contemplated by the Purchase Agreement, (iv) approving the stalking horse break-up fee and expense reimbursement as set forth in the Purchase Agreement, and (v) approving the proposed bidding procedures. The Bankruptcy Court ~~scheduled the final sale hearing for June 22, 2026, at 11:00 a.m. ET. The Transaction will be conducted pursuant to Bankruptcy Court-~~approved ~~bidding procedures and is subject~~ ~~to (a)~~ the ~~receipt~~AJS ~~of a bid that meets the specifications set forth in the~~ Purchase Agreement and ~~that constitutes, in~~ the ~~Company’s reasonable~~transactions ~~judgment,~~contemplated ~~a higher or otherwise better offer from competing bidders, (b) approval of the sale by the Bankruptcy Court, and (c) the satisfaction of certain conditions to closing~~therein.

OnThe AJS Purchase Agreement may be terminated by ~~April 30~~AJS or the Company under certain circumstances, ~~2026~~including, ~~after~~among ~~approval~~others, ofif the ~~Bankruptcy~~AJS ~~Court~~Transaction is not consummated by July 7, ~~the~~2026 ~~Company~~(subject to ~~countersigned~~specified extensions), or upon the ~~Purchase~~occurrence ~~Agreement~~of certain Bankruptcy Court actions.

~~Cautionary~~The foregoing description of the AJS Purchase ~~Note~~Agreement ~~Regarding~~is not complete and is qualified in its entirety by reference to the ~~Chapter~~AJS 11Purchase ~~Case~~Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is hereby incorporated herein by reference.

~~The Company~~Cautionary ~~cautions~~Note ~~that~~Regarding ~~trading in~~ the ~~Company’s common stock during the pendency of the~~ Chapter 11 ~~Case is highly speculative and~~ poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s common stock in the Chapter 11 Case. The Company expects that holders of the Company’s common stock may experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

~~Cautionary~~The Company cautions that trading in the Company’s ~~Statements~~common ~~Regarding~~stock ~~Forward-Looking~~during ~~Statements~~the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s common stock in the Chapter 11 Case. The Company expects that holders of the Company’s common stock may experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

~~This Current~~Cautionary ~~Report~~Statements onRegarding ~~Form 8~~Forward-~~K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,~~Looking asStatements amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements typically can be identified by use of terms such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and similar words, although some forward-looking statements are expressed differently. All forward-looking statements are subject to the risks and uncertainties inherent in predicting the future. You should be aware that although the forward-looking statements included herein represent management’s current judgment and expectations, the Company’s actual results may differ materially from those projected, stated, or implied in these forward-looking statements as a result of many factors including, but not limited to, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of Chapter 11; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s restructuring process, on the Company’s liquidity (including the availability of operating capital during the pendency of Chapter 11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; objections to the Company’s restructuring process or other pleadings filed that could protract Chapter 11; risks associated with the Company’s proposed restructuring plan; risks associated with third-party motions in Chapter 11; Bankruptcy Court rulings in the Chapter 11 process and the outcome of Chapter 11 in general; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; in addition to the other risks and uncertainties described in more detail in the Company’s filings with the U.S. Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

~~SIGNATURE~~This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements typically can be identified by use of terms such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and similar words, although some forward-looking statements are expressed differently. All forward-looking statements are subject to the risks and uncertainties inherent in predicting the future. You should be aware that although the forward-looking statements included herein represent management’s current judgment and expectations, the Company’s actual results may differ materially from those projected, stated, or implied in these forward-looking statements as a result of many factors including, but not limited to, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of Chapter 11; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s restructuring process, on the Company’s liquidity (including the availability of operating capital during the pendency of Chapter 11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; objections to the Company’s restructuring process or other pleadings filed that could protract Chapter 11; risks associated with the Company’s proposed restructuring plan; risks associated with third-party motions in Chapter 11; Bankruptcy Court rulings in the Chapter 11 process and the outcome of Chapter 11 in general; employee attrition and the Company’s ability to retain senior management and other key personnel due to the distractions and uncertainties; in addition to the other risks and uncertainties described in more detail in the Company’s filings with the U.S. Securities and Exchange Commission. Furthermore, such forward-looking statements speak only as of the date of this Current Report on Form 8-K. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

	Charles & Colvard, Ltd.
May 1, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

(d) Exhibits

Exhibit Number	Description
10.1	Overbid Purchase Agreement by and between Charles & Colvard, Ltd. and AJS Creations, Inc., dated June 22, 2026
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.

June 26, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

Filing Compare · CHARLES & COLVARD LTD