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): September 28, 2023

Charles & Colvard, Ltd.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ¨

On September 28, 2023, Charles & Colvard, Ltd. (the “Company”) filed a Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended June 30, 2023. In the Form 12b-25, the Company disclosed the following information regarding the results of operations and financial condition of the Company:

Consistent with the Company’s results for the first, second and third quarters of the fiscal year ended June 30, 2023, the Company expects to report net sales decreased by 31% to $29.9 million for the fiscal year ended June 30, 2023 compared to net sales of $43.1 million for the fiscal year ended June 30, 2022.

Consistent with the Company’s results for the first, second and third quarters of the fiscal year ended June 30, 2023, the Company will report a net loss for the fiscal year ended June 30, 2023 that is a significant change compared to net income of $2.4 million reported for the year ended June 30, 2022. A reasonable net loss estimate for the fiscal year ended June 30, 2023 cannot be made at this time until the completion of the year-end financial statement review process. The net loss is primarily due to (1) a drop in net sales as disclosed above; (2) the impact of an inventory write-down during the three month period ended June 30, 2023 due to the pricing pressures and constrained consumer demand; and (3) an increase in income tax expense in line with what was previously disclosed in the Company’s Quarterly Reports on Form 10-Q for the first three quarters of the fiscal year ended June 30, 2023.

The foregoing figures are preliminary and unaudited and are prepared in accordance with U.S. generally accepted accounting principles. While the Company does not expect any significant changes to the aforementioned preliminary unaudited financial information, such preliminary financial information remains subject to change pending the completion of the year-end financial statement review and audit.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

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.