Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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CHARLES & COLVARD LTD (Name of Issuer) |
Common Stock (Title of Class of Securities) |
159765205 (CUSIP Number) |
Ben Franklin 3661 Valverde Cir, JACKSONVILLE, FL, 32224 9042945879 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 159765205 |
| 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 No. | 159765205 |
| 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 No. | 159765205 |
| 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 No. | 159765205 |
| 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 3. | Source and Amount of Funds or Other Consideration |
No acquisitions of Common Stock have been made by the Reporting Persons since the filing of the Schedule 13D as previously amended. | |
| Item 4. | Purpose of Transaction |
On July 10, 2025, Riverstyx Fund, L.P. filed an application in the Superior Court of North Carolina, Wake County, seeking an order to compel the issuer to hold an annual meeting of shareholders, as the issuer has failed to hold an annual meeting within the time period required under applicable law. A copy of the application is filed as Exhibit 99 and incorporated herein by reference. The Reporting Persons believe the issuer's failure to hold an annual meeting deprives shareholders of their fundamental rights to timely information and the ability to elect directors. The Reporting Persons are determined to protect and enforce those rights and will pursue all remedies available to ensure that the issuer complies with its legal and governance obligations. The Reporting Persons may, from time to time and subject to market conditions and other factors, acquire additional securities of the issuer, dispose of some or all of such securities, or take other actions with respect to their investment in the issuer as they deem necessary or appropriate. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Riverstyx Fund, L.P. directly beneficially owns 232,106 shares of Common Stock of the Issuer. Riverstyx Capital Management, LLC, as the investment manager of the Fund, and Riverstyx GP, as the general partner of the Fund, may each be deemed to beneficially own the 232,106 shares of Common Stock held by the Fund. Ben Franklin, as the managing member of Riverstyx Capital Management, LLC and Riverstyx GP, may also be deemed to beneficially own the 232,106 shares of Common Stock held by the Fund and directly owns an additional 100 shares of Common Stock in his own name. Accordingly, Ben Franklin may be deemed to beneficially own an aggregate of 232,206 shares of Common Stock. Based on 3,118,273 shares of Common Stock reported by the Issuer as outstanding as of March 25, 2025, the 232,206 shares beneficially owned by the Reporting Persons represent approximately 7.44% of the outstanding Common Stock. |
| (b) | The following sets forth, for each Reporting Person, the number of shares of Common Stock as to which such Reporting Person has sole power and shared power to vote or direct the vote, and sole power and shared power to dispose or direct the disposition: Riverstyx Fund, L.P. - Sole Voting Power: 0; Shared Voting Power: 232,106; Sole Dispositive Power: 0; Shared Dispositive Power: 232,106. Riverstyx Capital Management, LLC - Sole Voting Power: 0; Shared Voting Power: 232,106; Sole Dispositive Power: 0; Shared Dispositive Power: 232,106. Riverstyx GP - Sole Voting Power: 0; Shared Voting Power: 232,106; Sole Dispositive Power: 0; Shared Dispositive Power: 232,106. Ben Franklin - Sole Voting Power: 100; Shared Voting Power: 232,106; Sole Dispositive Power: 100; Shared Dispositive Power: 232,106. |
| (c) | Since the filing of the Schedule 13D as previously amended, the Fund has effected the following sales of Common Stock in ordinary brokerage transactions using the Fund's working capital: April 23, 2025 - Sold 5,500 shares at a price per share of $0.5417 (excluding commissions). April 24, 2025 - Sold 64,909 shares at a price per share of $0.4641 (excluding commissions). April 25, 2025 - Sold 5,000 shares at a price per share of $0.5000 (excluding commissions). No other purchases or sales of Common Stock have been made by the Reporting Persons since the filing of the Schedule 13D as previously amended. |
| (d) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99 - Petition for Court-Ordered Shareholder Meeting (including attached exhibits) |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statem
ent is true, complete and correct.
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