Duc Pham and Riverstyx Fund Launch Board Challenge at Charles & Colvard (CTHR) 2025 Annual Meeting

Market Cap: $2 million| Charles & Colvard, Ltd. operates as a fine jewelry company in the United States and internationally.

Riverstyx Capital Management

On August 27, 2024, Riverstyx Capital Management (8.7%) submitted notice to the Company that it intends to nominate three candidates for election to the Board of Directors at the next annual meeting of shareholders. Source

On October 1, 2024, Riverstyx Capital Management issued a letter to the shareholders urging them to support for real change at the company.

On October 7, 2024, the company stated that the nomination notice from Riverstyx Capital Management to elect three candidates to the Board of Directors is invalid. It stated that the notice failed to meet the requirements of the company’s 2011 Amended and Restated Bylaws. Missing information includes candidate biographies, ownership stakes, and consent to serve. Source

On August 22, 2025, Riverstyx Capital Management (7.4%) submitted to the company, via email and UPS, a notice nominating three individuals, Ben Franklin, Michael R Levin, and Lloyd M Sems, for election to the Board at its 2025 annual meeting. Source

On September 3, 2025, Riverstyx Capital blasted the Board for adopting a Fiscal 2026 Executive Incentive Program that grants insiders nearly 1.2M shares—almost 40% of the company—at an artificially low price of $0.15 per share. The plan heavily favors the Executive Chairman with twice the CEO’s allocation, allows directors to grant equity to themselves, and includes a cash payout feature that could drain the company’s weak balance sheet. Riverstyx called the move blatant self-enrichment at the expense of long-suffering shareholders and announced it has nominated three independent directors to push for governance reform. Source

On September 25, 2025, Riverstyx Capital Management, Duc Pham, and affiliates, who collectively control about 17% have filed a proxy statement seeking shareholder support to elect four nominees—Benjamin O. Franklin IV, Michael R. Levin, Duc Pham, and Lloyd M. Sems—to the company’s five-member board at the October 13, 2025 annual meeting. Source

Pham Duc Hoang

On August 22, 2025, Duc Pham, a long-time investor, stated that he has grown increasingly concerned about the Company’s trajectory and, after securing an irrevocable proxy on August 20, 2025, now controls 9.6% of the voting power (4.99% from his own holdings and 4.61% from Don Pham), making him one of the largest voting shareholders. He plans to seek a board seat to push for governance reform, financial stabilization, and an operational turnaround to restore long-term shareholder value. Source

On August 25, 2025, Duc Pham submitted a nomination for election to the board at the October 13 annual meeting. Source

On September 23, 2025, Duc Pham, holding 6.7% voting power, seeks Board election to drive governance reform, financial stabilization, and a turnaround. Along with Riverstyx Fund, he is nominating directors at the 2025 Annual Meeting. Source

Carlos Daniel Valadez

• On April 11, 2023, Carlos Daniel Valadez (5.16%) stated that he intended to engage in discussions with the management and the board regarding the company's strategic marketing plan, capital allocation strategy, branding strategy and other related topics. Source
• On May 15, 2023, Mr. Valdez sent a letter to the Board, requesting certain changes to the company’s strategy.