|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
|
CHARLES & COLVARD LTD (Name of Issuer) |
Common Stock (Title of Class of Securities) |

SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Riverstyx Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
232,106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
The Riverstyx Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
232,106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Riverstyx Fund, GP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
232,106.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP Number(s): |
| 1 |
Name of reporting person
Ben Franklin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
![]() | ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
232,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, PN, OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
CHARLES & COLVARD LTD |
| (c) | Address of Issuer's Principal Executive Offices:
170 SOUTHPORT DRIVE, MORRISVILLE,
NORTH CAROLINA
, 27560. |
| Item 4. | Purpose of Transaction |
On August 22, 2025, Riverstyx Capital Management, LLC and its affiliates (together, the "Reporting Persons") delivered a notice of nomination (the "Nomination Notice") to Charles & Colvard, Ltd. (the "Issuer") nominating Ben Franklin, Michael R. Levin, and Lloyd M. Sems (collectively, the "Nominees") for election to the Issuer's Board of Directors at the Issuer's 2025 Annual Meeting of Shareholders (including any adjournments, postponements, or reschedulings thereof, the "Annual Meeting"). A copy of the Nomination Notice is filed as Exhibit 1 hereto and incorporated by reference herein.
The Reporting Persons intend to solicit proxies from the Issuer's shareholders in support of the election of the Nominees at the Annual Meeting. In connection therewith, the Reporting Persons may file with the Securities and Exchange Commission additional solicitation materials, including press releases, letters, presentations, and other communications to shareholders, pursuant to Rule 14a-12 under the Securities Exchange Act of 1934.
The Reporting Persons may also have discussions with the Issuer's management, board of directors, other shareholders, and other interested parties concerning the business, governance, operations, strategy, future plans, and corporate structure of the Issuer. The Reporting Persons may take other steps seeking to bring about changes to increase shareholder value, including, without limitation, pursuing additional board representation, changes in management or strategy, or other actions. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Nomination Notice, dated August 22, 2025 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|