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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):
October 18, 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 (§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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On October 18, 2024, Charles & Colvard, Ltd. (the
“Company”) received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock
Market (“Nasdaq”) indicating that because the Company had not yet filed its Form 10-K for the fiscal year ended June 30,
2024 (the “Form 10-K”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing
Rule”) requiring Nasdaq-listed companies to timely file all periodic financial reports with the Securities and Exchange
Commission (the “SEC”). The Form 10-K was due on September 30, 2024. The Company filed a Notification of Late
Filing on Form 12b-25 with the SEC on October 1, 2024.
The Notice states that the Company has 60 calendar days, or until
December 17, 2024, to regain compliance with the Listing Rule or to submit a plan to regain compliance with the Listing Rule (the
“Plan”). If Nasdaq accepts the Company’s Plan to regain compliance, then Nasdaq may grant the Company up to 180
calendar days from the Form 10-K filing due date, or until April 14, 2025, to file its Form 10-K to regain compliance. If Nasdaq
does not accept the Company’s Plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings
Panel. The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.
The Company is working diligently to complete its Form 10-K and plans
to file its Form 10-K as promptly as practicable to regain compliance with the Listing Rule.
| Item 7.01 | Regulation FD Disclosure. |
The information contained in Item 3.01 of this Current Report on Form
8-K is incorporated herein by reference.
On October 24, 2024, the Company issued a press release in accordance
with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as
Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, which is incorporated into this Item 7.01, is being furnished pursuant to
Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Exchange Act, as amended, or the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Forward-Looking
Statements
This filing
contains a number of 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. Words such
as “plan,” “expect,” “will,” “working,” and variations of such words and similar
future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but
are not limited to, the expected filing of its Form 10-K and ability to regain compliance under the Nasdaq listing rule. These
forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of
which are difficult to predict and beyond our control. Actual results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange
Commission, including the risks and uncertainties described in more detail in our filings with the SEC, including our Annual Report
on Form 10-K for the fiscal year ended June 30, 2023 and subsequent reports filed with the SEC.
For example, there can be no assurance that the Company will regain compliance with the Listing Rule during any compliance
period or in the future, or otherwise meet Nasdaq compliance standards. The Company disclaims and does not undertake any obligation
to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.
| Item 9.01 | Financial Statements and Exhibits. |
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. |
| |
|
|
| October 24, 2024 |
By |
/s/ Clint J. Pete |
| |
|
Clint J. Pete |
| |
|
Chief Financial Officer |
Exhibit 99.1
Charles & Colvard, Ltd. Receives Non-Compliance
Letter from Nasdaq
RESEARCH TRIANGLE PARK, N.C., October 24, 2024 – Charles
& Colvard, Ltd. (“Charles & Colvard” or the “Company”) (Nasdaq: CTHR) today announced that on October
18, 2024, it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic
reports (the “Listing Rule”), as a result of not having timely filed its Annual Report on Form 10-K for the fiscal year ended
June 30, 2024 (the “Form 10-K”), with the Securities and Exchange Commission (the “SEC”). The Form 10-K was due on September 30, 2024. The Company filed a Notification of Late Filing on Form 12b-25 with
the SEC on October 1, 2024.
The Notice has no immediate effect on the listing or trading of
the Company’s common stock on Nasdaq. Under Nasdaq rules, the Company has 60 calendar days, or until December 17, 2024, to
regain compliance with the Listing Rule or to submit to Nasdaq a plan to regain compliance with the Listing Rule (the
“Plan”). If Nasdaq accepts the Company’s Plan, then Nasdaq may grant the Company up to 180 calendar days from the
Form 10-K filing due date, or until April 14, 2025 to regain compliance. If Nasdaq does not accept the Company’s Plan, then
the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company is working diligently to complete its Form 10-K and plans
to file its Form 10-K as promptly as practicable to regain compliance with the Listing Rule.
About Charles & Colvard, Ltd.
Charles & Colvard, Ltd. (Nasdaq: CTHR) believes that fine jewelry
should be as ethical as it is exquisite. Charles & Colvard is the original creator of lab grown moissanite (a rare gemstone formed
from silicon carbide). The Company brings revolutionary gems and fine jewelry to market by using exclusively Made, not Mined™ above
ground gemstones and a dedication to 100% recycled precious metals. The Company's Forever One™ moissanite and Caydia®
lab grown diamond brands provide exceptional quality, incredible value and a conscious approach to bridal, high fashion, and everyday
jewelry. Charles & Colvard was founded in 1995 and is based in North Carolina's Research Triangle Park region. For more information,
please visit https://www.charlesandcolvard.com/.
Forward-Looking Statements
This press release contains a number of 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. Words such as “plan,” “expect,” “will,” “working,” and
variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These
forward-looking statements include, but are not limited to, the expected filing of its Form 10-K and ability to regain compliance
under the Nasdaq listing rule. These forward-looking statements are not guarantees of future results and are subject to a number of
risks and uncertainties, many of which are difficult to predict and beyond our control. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the
Securities and Exchange Commission, including the risks and uncertainties described in more detail in our filings with the SEC,
including our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and subsequent reports filed with the SEC. For
example, there can be no assurance that the Company will regain compliance with the Listing Rule during any compliance period or in
the future, or otherwise meet Nasdaq compliance standards. Forward-looking statements speak only as of the date they are made. The
Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release,
except as required by applicable law or regulation and you are urged to review and consider disclosures that we make in the reports
that we file with the SEC that discuss other factors relevant to our business.
Charles & Colvard Corporate Contact:
Clint J. Pete
Chief Financial Officer
Charles & Colvard, Ltd.
919-468-0399
ir@charlesandcolvard.com
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Charles and Colvard (NASDAQ:CTHR)
過去 株価チャート
から 10 2024 まで 11 2024
Charles and Colvard (NASDAQ:CTHR)
過去 株価チャート
から 11 2023 まで 11 2024
