UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 23, 2026, Duc Pham, a member of the board of directors (the “Board”) of Charles & Colvard, Ltd. (the “Company”), notified the Company of his intention to resign from the Board, which became effective on March 25, 2026.
His resignation from the Board was not the result of any disagreement with the Company, the Board, or Company management on any matter relating to the Company’s operations, policies or practices. Mr. Pham was a member of the Audit Committee and was Chair of the Compensation Committee.
In connection with the resignation of Mr. Pham, the size of the Board was subsequently decreased from four to three members.
(c) As previously reported, Michael Levin was appointed by the Board to serve as Executive Chair on January 5, 2026 for an initial term of three months. On March 25, 2026, the Board approved extending the term of Mr. Levin’s appointment for an additional one-month period (the “Extended Term”).
(e) During the Extended Term, the Board determined that Mr. Levin will receive $7,500 per month for his services as Executive Chair, in lieu of any other Board compensation applicable for the time period during which he is acting as Executive Chair.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 27, 2026, the Board amended the Company’s Bylaws to provide that the number of directors constituting the Board can be between three and nine directors, which was previously between four and nine directors.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description of Document |
| 3.1 | Amendment of Bylaws, effective March 27, 2026 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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. | ||
| March 27, 2026 | By | /s/ Clint J. Pete |
| Clint J. Pete | ||
| Chief Financial Officer | ||