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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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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CHARLES & COLVARD LTD (Name of Issuer) |
Common Stock (Title of Class of Securities) |
159765205 (CUSIP Number) |
Duc Pham 3286 Vin Santo Ln., San Jose, CA, 95148 408-876-7071 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/20/2025 (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
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| CUSIP No. | 159765205 |
| 1 |
Name of reporting person
Pham Duc Hoang | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
299,900.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 159765205 |
| 1 |
Name of reporting person
Don Pham | ||||||||
| 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)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
144,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| 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 1 Comment:
This Statement on Schedule 13D (this Statement) relates to shares of common stock (Common Stock) of Charles & Colvard LTD (the Issuer). This Statement is being filed by the Reporting Persons as a result of the August 20, 2025 proxy agreement between Duc Pham and Don Pham acquiring approximately the latter's voting power. Duc Pham now has voting power over approximately 9.6% of Issuers shares. The Issuer's principal executive offices are located at 170 Southport Dr., Morrisville, North Carolina 27560. All series of Common Stock issued by the Issuer that vote together as a single class are treated as one class. There are a total of 3,118,273 shares outstanding as of April 3, 2025 according to the Issuers 10-K filed on the same date. | ||
| Item 2. | Identity and Background | |
| (a) | i. Duc Pham ii. Don Pham | |
| (b) | The address of the principal business office of Duc Pham is: Duc Pham 3286 Vin Santo Ln. San Jose, CA 95148 The address of the principal business office of Don Pham is: Don Pham 2100 5th St Unit 302-E Davis, CA 95618 | |
| (c) | Pham has been a committed investor in the Issuer for nearly a decade. His business used to promote moissanite purchased through the Issuer's official distribution channel. Motivated by his investment philosophy and passion for creative design, Pham transitioned into the jewelry industry and has since become a professional jeweler and goldsmith who has personally designed every piece in his collections and hand-set every center stone. His jewelry business specializes in original and trendy designs using lab-grown gemstones and prioritizes a customer-centric business model that emphasizes premium quality, cost-effective material selection, and aesthetic attention to design details. In parallel with his entrepreneurial work, Pham is a senior engineer at one of the worlds largest technology companies and has over 20 years of leadership experience across multiple corporations of varying sizes and cultures. Pham is widely known as a team builder, a problem solver, and a person of integrity, having played key roles in resolving friction among cross-functional teams and driving execution across organizational lines. His deep familiarity with the Issuers core products and customer base, combined with his problem-solving skills and out-of-the-box thinking mindset, positions him to add unique value at the board level. Information concerning each executive officer, director and controlling person (the Listed Persons) of the Reporting Persons is listed herein, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States. | |
| (d) | During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
| (e) | During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
| (f) | United States | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Duc Pham signed an irrevocable proxy with Don Pham whereby these parties agreed to provide Duc Pham with sole voting power over shares held by Don Pham. The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
Duc Pham has been a committed investor in the Company for nearly a decade, yet despite this long-standing support for the Company and belief in its mission, he is deeply concerned about the Company's current trajectory. In order to address these issues, Mr. Pham has increased his position in the Company over time and following an irrevocable proxy made on August 20, 2025, now holds voting power over 9.6% with 4.99 coming from Duc Pham and 4.61 from Don Pham's voting power of the Company's outstanding shares becoming one of the Company's single largest voting shareholders. To address the Company's urgent challenges and restore long-term shareholder value, Duc Pham will seek a seat on the board in order to propose a multi-pronged strategy focused on these issues of governance reform, financial stabilization, and operational turnaround. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. The Reporting Persons currently beneficially own an aggregate of 299,900 shares of Common Stock, or 9.6% of the outstanding shares of Common Stock of the Issuer, based upon a total of 3,118,273 shares outstanding as of April 3, 2025 according to the Issuers 10-K filed on the same date. Duc Pham has sole voting power over 299,900 shares, including 144,000 shares owned by Don Pham pursuant to an irrevocable proxy. Duc Pham has dispositive power over 155,900 shares. Don Pham retains dispositive power over 144,000 shares but has no voting power. | |
| (b) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. The Reporting Persons currently beneficially own an aggregate of 299,900 shares of Common Stock, or 9.6% of the outstanding shares of Common Stock of the Issuer, based upon a total of 3,118,273 shares outstanding as of April 3, 2025 according to the Issuers 10-K filed on the same date. Duc Pham has sole voting power over 299,900 shares, including 144,000 shares owned by Don Pham pursuant to an irrevocable proxy. Duc Pham has dispositive power over 155,900 shares. Don Pham retains dispositive power over 144,000 shares but has no voting power. | |
| (c) | No transactions in the Issuers Common Stock have been effected by Reporting Person in the past sixty days. | |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock that may be deemed to be beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The responses of the Reporting Persons under Item 4 hereof are incorporated herein by reference. Duc Pham, in his individual capacity files now with Don Pham. Duc Pham has obtained the right to vote on behalf of Don Pham. Pham and memorialized their irrevocable proxy wherein Duc Pham will have the right to vote all shares. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Irrevocable Proxy | ||
| 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.
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