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): ~~June~~July 221, 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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

AsThe ~~previously~~information ~~disclosed,~~set ~~on March~~forth 2,under ~~2026,~~Item ~~Charles & Colvard, Ltd~~2.,01 aof ~~North Carolina corporation (the “Company”), filed a voluntary petition for relief~~this ~~(the~~Current ~~“Chapter~~Report 11on ~~Case”)~~Form ~~under~~8-K ~~Chapter~~regarding ~~11 of Title 11 of~~ the ~~United~~JDP ~~States~~Purchase ~~Code (“Chapter 11”) in the United States~~Agreement ~~Bankruptcy Court for the Eastern District of North Carolina~~ (~~the~~as ~~“Bankruptcy~~defined ~~Court”~~below). ~~The case~~ is ~~styled~~incorporated asherein Inby ~~re Charles & Colvard, Ltd~~reference.

~~Also~~Item as2.01 ~~previously~~Completion ~~disclosed, on April 15, 2026, the Company finalized negotiations~~ of anAcquisition ~~Asset Purchase Agreement (the “JDP Purchase Agreement”) with Van Lang Jewelry LLC~~ or ~~its~~Disposition ~~affiliate Jewelry Design Partners LLC (“JDP”), pursuant to which, subject to the terms and conditions set forth therein, including approval~~ of ~~the Bankruptcy Court, JDP agreed to acquire the assets of the Company (except for 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 Financing 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.~~

~~Also~~As as previously disclosed, on April 2915, 2026, ~~the~~Charles ~~Bankruptcy~~& ~~Court~~Colvard, ~~entered~~Ltd., ana ~~Order~~North ~~(i)~~Carolina ~~approving~~corporation ~~JDP as~~ (the “~~stalking horse~~Company”) ~~bidder~~finalized ~~with~~negotiations ~~respect~~of toan ~~the~~Asset ~~assets~~Purchase toAgreement ~~be acquired under~~ (the “JDP Purchase Agreement”) onwith ~~the~~Van ~~terms~~Lang ~~set~~Jewelry ~~forth~~LLC inor ~~the~~its ~~Order,~~affiliate ~~(ii)~~Jewelry Design ~~approving~~Partners ~~the~~LLC (“~~stalking horse~~JDP” ~~bidder~~), pursuant to ~~credit~~which, ~~bid~~subject ~~all~~to orthe ~~any~~terms ~~portion~~and ofconditions ~~the~~set ~~outstanding~~forth ~~DIP~~therein, ~~Obligations~~including ~~(as~~approval ~~defined~~of in the ~~JDP~~United ~~Purchase~~States ~~Agreement)~~Bankruptcy ~~under~~Court for the ~~DIP Facility,~~Eastern asDistrict aof ~~part~~North ofCarolina (the ~~purchase~~“Bankruptcy ~~price~~Court”), ~~under the~~ JDP ~~Purchase~~agreed ~~Agreement,~~to ~~(iii)~~acquire ~~approving~~ the ~~credit~~assets ~~bid~~of ~~provisions~~the ~~contemplated~~Company by(except for the ~~JDP Purchase~~Excluded ~~Agreement~~Assets, ~~(iv)~~as ~~approving~~listed ~~the~~on ~~stalking~~Schedule ~~horse~~1 ~~break-up~~thereto) ~~fee~~ and ~~expense~~assume ~~reimbursement~~certain asliabilities ~~set forth in~~ (the “JDP ~~Purchase Agreement~~Transaction”), ~~and (v) approving the proposed bidding procedures. The Bankruptcy Court scheduled the final sale hearing~~ for ~~June~~consideration ~~22,~~of ~~2026~~$1,500,000 (subject atto ~~11:00~~ a~~.m.~~ ~~ET. The~~credit ~~JDP~~bid ~~Transaction~~and ~~was~~offset toagainst beall ~~conducted~~of ~~pursuant~~the toindebtedness ~~Bankruptcy~~owed ~~Court-approved~~to ~~bidding~~JDP ~~procedures~~under ~~and~~the ~~was~~Section ~~subject~~364 toFinancing ~~(a)~~Loan ~~the~~Agreement ~~receipt~~dated ofMarch a24, ~~bid~~2026, ~~that~~by ~~meets~~and between the ~~specifications~~Company ~~set~~and ~~forth~~JDP in (the ~~JDP~~“DIP ~~Purchase~~Facility”)). ~~Agreement~~A ~~and~~former ~~that~~member ~~constitutes,~~of in the Company’s ~~reasonable~~Board ~~judgment, a higher or otherwise better offer from competing bidders, (b) approval~~ of Directors (the ~~sale~~“Board”), byDuc ~~the Bankruptcy Court~~Pham, ~~and~~who ~~(c)~~resigned from the ~~satisfaction of~~Board ~~certain~~on ~~conditions~~March ~~to closing. On April 30~~25, 2026, ~~after~~is ~~approval~~a Manager of ~~the Bankruptcy Court, the Company countersigned the~~ JDP ~~Purchase Agreement~~.

OnAlso ~~June~~as 22previously disclosed, on April 29, 2026, the ~~Company~~Bankruptcy ~~held~~Court entered an ~~auction pursuant~~Order to(i) approving JDP as the ~~bidding~~“stalking ~~procedures~~horse” ~~approved~~bidder bywith respect to the assets ~~Bankruptcy~~to ~~Court~~be (acquired under the ~~“Auction”).~~JDP AtPurchase Agreement on the ~~conclusion~~terms ofset forth in the ~~Auction~~Order, (ii) approving the “stalking horse” ~~Company~~bidder ~~determined~~to ~~the~~credit bid ~~submitted~~all byor ~~AJS~~any ~~Creations,~~portion ~~Inc.~~of the outstanding DIP Obligations (~~“AJS”)~~as ~~was~~defined in the ~~highest~~JDP orPurchase ~~otherwise~~Agreement) ~~best~~under ~~bid~~the ~~and~~DIP ~~designated AJS~~Facility, as a part of the ~~successful~~purchase ~~bidder~~price ~~for~~under the ~~Company’s~~JDP ~~assets~~Purchase Agreement, (~~except for~~iii) approving the ~~Excluded~~credit ~~Assets~~bid provisions contemplated by the JDP Purchase Agreement, as(iv) ~~listed~~approving onthe ~~Schedule~~stalking 1horse tobreak-up fee and expense reimbursement as set forth in the ~~AJS~~JDP Purchase Agreement, and (asv) approving ~~defined~~the ~~below))~~proposed bidding procedures. The ~~Company~~Bankruptcy ~~also~~Court ~~determined~~scheduled ~~that~~ the ~~bid~~final ~~submitted~~sale byhearing ~~Light~~for &June ~~Star~~22, ~~USA~~2026, ~~Inc~~at 11:00 a.m. ~~(“Light~~ET. The &JDP ~~Star”)~~Transaction was ~~the~~to ~~second~~be ~~highest or~~conducted ~~otherwise~~pursuant ~~second~~to Bankruptcy Court-~~best~~approved ~~bid~~bidding procedures and ~~designated~~was ~~Light~~subject &to ~~Star~~(a) asthe receipt of a bid that meets the ~~back-up~~specifications ~~bidder~~set ~~for~~forth in the JDP Purchase Agreement and that constitutes, in the Company’s ~~assets~~reasonable ~~(except~~judgment, ~~for~~a higher or otherwise better offer from competing bidders, (b) approval of the ~~Excluded~~sale ~~Assets~~by the Bankruptcy Court, asand ~~listed~~(c) onthe ~~Schedule~~satisfaction of 1certain conditions to closing. On April 30, 2026, after approval of the ~~AJS~~Bankruptcy ~~Purchase~~Court, the Company countersigned the JDP Purchase Agreement).

OnAlso as previously disclosed, on June 22, 2026, the Company held an auction pursuant to the bidding procedures approved by the Bankruptcy Court (the “Auction”). At the conclusion of the Auction, the Company determined the bid submitted by AJS Creations, Inc. (“AJS”) was the highest or otherwise best bid and designated AJS as the 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)). The Company also determined that the bid submitted by Light & Star USA Inc. (“Light & Star”) was the second highest or otherwise second-best bid and designated Light & Star as the back-up bidder. Also, on June 22, 2026, the Company and AJS entered into an 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.

The ~~AJS~~Company ~~Purchase~~received ~~Agreement~~Bankruptcy ~~contains~~Court ~~customary~~approval ~~representations~~of ~~and~~the ~~warranties~~AJS ofTransaction and the ~~parties~~AJS ~~and~~Purchase isAgreement, ~~subject~~in toaccordance awith ~~number~~section 363 of ~~closing~~chapter ~~conditions,~~11 ~~including,~~of ~~among~~title ~~others,~~11 ~~(i)~~of the ~~accuracy~~United States Code of(the ~~representations~~“Bankruptcy ~~and~~Code”), ~~warranties~~on ofJuly 1, 2026. Following the ~~parties;~~receipt of such approval, (iii) the ~~entry~~Company ofcompleted anthe ~~order~~AJS ~~approving~~Transaction, (ii) the ~~AJS~~JDP Purchase Agreement ~~and~~was ~~the~~terminated ~~transactions contemplated~~pursuant ~~therein~~to by the ~~Bankruptcy~~terms ~~Court;~~thereof, and (iii) ~~compliance~~ inthe ~~all~~Company ~~material~~paid ~~respects~~JDP ~~with~~a ~~the~~break-up ~~obligations~~fee of ~~the~~$45,000 in ~~parties~~connection ~~set forth~~with inthe termination of the ~~AJS~~JDP Purchase Agreement.

~~Upon~~The ~~the~~foregoing ~~consummation~~description of each of the ~~AJS~~JDP ~~Transaction,~~Purchase Agreement and the ~~JDP~~AJS Purchase Agreement ~~will~~is ~~terminate,~~included ~~and~~to ~~the~~provide ~~Company~~you ~~will~~with ~~use~~information regarding its terms. It does not purport to be a complete ~~portion~~description and is qualified in its entirety by reference to the full text of each of the ~~purchase~~JDP ~~price~~Purchase ~~received~~Agreement ~~from~~and the AJS Purchase Agreement, copies of which are attached to ~~pay~~this ~~Van~~Current ~~Lang Jewelry~~Report ~~LLC~~on aForm ~~break~~8-upK ~~fee~~as ofExhibit ~~$45~~10.1 and Exhibit 10.2,~~000~~ respectively, and are hereby incorporated herein by reference.

OnCautionary ~~June~~Note ~~25,~~Regarding ~~2026,~~ the ~~Bankruptcy~~Chapter ~~Court approved~~11 ~~the AJS Purchase Agreement and the transactions contemplated therein.~~Case

The ~~AJS~~Company ~~Purchase~~cautions ~~Agreement~~that ~~may~~trading bein ~~terminated~~the byCompany’s ~~AJS~~common orstock during the ~~Company~~pendency of the voluntary petition for relief (the “Chapter 11 Case”) under Chapter ~~certain~~11 ~~circumstances,~~of ~~including,~~Title ~~among~~11 ~~others~~of the United States Code (“Chapter 11”) 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 ~~AJS~~holders of ~~Transaction~~the isCompany’s ~~not~~common ~~consummated~~stock byin ~~July~~the 7,Chapter ~~2026~~11 ~~(subject~~Case. The Company expects that holders of the Company’s common stock may experience toa ~~specified~~significant ~~extensions)~~or complete loss on their investment, ordepending ~~upon~~on the ~~occurrence~~outcome of ~~certain~~the ~~Bankruptcy~~Chapter ~~Court~~11 ~~actions~~Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.

~~The~~Cautionary ~~foregoing~~Statements ~~description~~Regarding ~~of the AJS Purchase~~Forward-Looking ~~Agreement~~Statements is not complete and is qualified in its entirety by reference to the AJS Purchase 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.

~~Cautionary~~This ~~Note~~Current ~~Regarding~~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 ~~Case~~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 (the “SEC”). 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.

~~The~~Item ~~Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks~~9.01 ~~Trading~~Financial ~~prices~~Statements 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~~Exhibits.

~~Cautionary~~(b) Pro ~~Statements~~Forma ~~Regarding~~Financial ~~Forward-Looking Statements~~ Information

~~This~~The ~~Current~~Company ~~Report~~is oncurrently ~~Form~~unable ~~8-K~~to ~~contains~~prepare ~~forward-looking~~pro ~~statements~~forma ~~within~~financial ~~the~~information ~~meaning~~reflecting ~~of Section 27A of~~ the ~~Securities~~transactions ~~Act~~described ofunder ~~1933,~~Item as2.01 ~~amended, and Section 21E~~ of ~~the~~this ~~Securities~~Current ~~Exchange~~Report ~~Act of~~on ~~1934,~~Form ~~as amended. These forward~~8-~~looking~~K ~~statements~~without ~~typically can be identified by use of terms such as “may,” “will,”~~unreasonable ~~“should,”~~effort ~~“could,”~~or ~~“expect,”~~expense ~~“intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,”~~ and ~~similar~~thus ~~words,~~such ~~although~~information ~~some~~is ~~forward-looking~~not ~~statements~~reasonably ~~are expressed~~available ~~differently. All forward-looking statements are subject~~ to the ~~risks~~Company ~~and~~within ~~uncertainties inherent in predicting~~ the ~~future.~~meaning ~~You should~~of beRule ~~aware that although the forward~~12b-~~looking~~21 ~~statements~~under ~~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~~Securities asExchange aAct ~~result~~ of ~~many factors including~~1934, ~~but~~as ~~not~~amended. ~~limited~~As ~~to,~~a ~~risks~~debtor-in-possession ~~attendant~~under to the ~~bankruptcy~~Bankruptcy ~~process~~Code, ~~including~~ the Company’s ~~ability to~~files ~~obtain~~monthly ~~court~~operating ~~approval~~reports ~~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~~which ~~increased~~reports ~~legal~~include 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;~~statements ~~the length of time~~ that ~~the~~are ~~Company will~~limited ~~operate~~in ~~under~~scope ~~Chapter 11 protection~~ and ~~the~~prepared ~~continued~~solely ~~availability~~for ~~of operating capital during~~ the ~~pendency~~purpose of ~~Chapter 11; objections~~complying towith ~~the~~requirements ~~Company’s~~of ~~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~~The ~~in the Chapter 11 process and the outcome of Chapter 11 in general; employee attrition and the~~ Company’s ~~ability~~cautions toinvestors ~~retain senior management~~ and ~~other~~potential ~~key personnel~~investors ~~due~~not to ~~the~~place ~~distractions~~undue ~~and~~reliance ~~uncertainties;~~upon ~~in addition to~~ the information ~~other~~contained ~~risks and uncertainties described~~ in ~~more detail in~~ the ~~Company’s~~ ~~filings~~monthly ~~with~~operating ~~the U.S. Securities and Exchange Commission. Furthermore~~reports, ~~such~~which ~~forward-looking~~are ~~statements~~not ~~speak~~prepared ~~only~~for ~~as of~~ the ~~date~~purpose of ~~this~~providing ~~Current Report on Form 8-K. Except as required by applicable law,~~ the ~~Company~~basis ~~does~~for ~~not~~an ~~intend~~investment decision relating to ~~update~~ any of the ~~forward-looking~~ ~~statements~~securities toof ~~conform these statements to actual results, later events or circumstances or to reflect~~ the ~~occurrence of unanticipated events~~Company.

~~Item 9.01 Financial Statements and~~ (d) Exhibits.

(d) Exhibits

Exhibit Number	Description

10.1	Asset Purchase Agreement, dated as of April 15, 2026, by and between Charles & Colvard, Ltd. and Van Lang Jewelry LLC or Jewelry Design Partners LLC (incorporated by reference from Exhibit 10.1 to the Company Form 8-K filed with the SEC on April 20, 2026).

10.2	Overbid Purchase Agreement by and between Charles & Colvard, Ltd. and AJS Creations, Inc., dated June 22, 2026 (incorporated by reference from Exhibit 10.1 to the Company Form 8-K filed with the SEC on June 26, 2026).

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

~~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.

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.

July 8, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

	Charles & Colvard, Ltd.
June 26, 2026	By	/s/ Clint J. Pete
		Clint J. Pete
		Chief Financial Officer

Filing Compare · CHARLES & COLVARD LTD