13D weekly report - September 22, 2025 to September 26, 2025

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

Key Summary: On August 22, 2025, Riverstyx Capital Management nominated three Board candidates. On August 25, 2025, Duc Pham submitted a nomination for election to the board at the October 13 annual meeting. On September 3, 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

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 August 22, 2025, Riverstyx Capital Management submitted a nomination notice to the company proposing Ben Franklin, Michael R. Levin, and Lloyd M. Sems for election to the Board at the 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

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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.

Yunqi Capital Announces Intent to Vote against Acquisition of STAAR Surgical (STAA) by Alcon

Key Summary: Broadwood Partners noted progress in STAAR Surgical Company. On Jan 10, 2024 (22.1%), despite a stock price dip, it believed in the company's growth and opposed undervalued acquisitions. It stressed corporate governance and planned to engage for more enhancements and value creation. On March 3, 2025, Broadwood Partners increased its stake to 24.2% and supported the new CEO, aiming for improved profitability and long-term shareholder value. On April 2, 2025, Broadwood Partners raised its stake to 25.4%, backed the new CEO and Interim CFO for their strong track records, and welcomed governance improvements, including separating the CEO and Chair roles and adding Asia-focused directors. On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided and is reviewing the process while exploring alternatives. On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners said it will vote against the deal, citing process and valuation flaws, including Alcon’s earlier higher $55 + $7 CVR offer, no proper market check, and STAAR’s improving fundamentals being ignored. On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research. On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon.

Market Cap: $1.4 billion | STAAR Surgical Company designs, develops, manufactures and sells implantable lenses for the eye and delivery systems used to deliver the lenses into the eye.

·         On January 10, 2024, Broadwood Partners (22.1%) stated that despite the company's stock price having fallen since its last filing in November 2023, it believed the company had continued to grow and improve its financials. It opposed any acquisition offer at a price below its perceived long-term value. Broadwood Partners also emphasized the importance of corporate governance and shareholder alignment, noting past contributions and recent improvements. It planned to remain engaged in dialogue with the Board and other shareholders for further governance enhancements and value creation. Source

·         On March 3, 2025, Broadwood Partners raised its stake to 24.2% and expressed support for the new CEO, expecting improved profitability and growth, while also engaging with the Board on governance and strategic issues to foster long-term shareholder value. Source

·         On April 2, 2025, Broadwood Partners raised its stake to 25.4% and support the new CEO and Interim CFO, citing their track records, and welcome recent governance improvements, including the separation of CEO and Chair roles and the addition of Asia-focused directors.

·         On August 5, 2025, the company agreed to be acquired by Alcon, but Broadwood Partners remains undecided, seeking records on the merger process and exploring alternative partners or strategies to enhance shareholder value. Source

·         On August 5, 2025, the company announced that it had entered into a definitive merger agreement through which Alcon will acquire the company. On September 2, 2025, Broadwood Partners announced it will vote against Alcon’s proposed acquisition, citing serious process and valuation flaws. Broadwood argued the deal undervalues STAAR, noting Alcon’s earlier, higher $55 + $7 CVR offer, the lack of a proper market check, and that STAAR’s improving fundamentals and cost discipline were ignored when the deal was struck. Source

·         On September 15, 2025, Broadwood Partners filed proxy materials urging stockholders to vote against the proposed merger with Alcon Research, arguing it is not in shareholders’ best interests. Source

·         On September 22, 2025, Yunqi Capital (5.1%) announced it will vote against the company’s proposed $28 per share sale to Alcon, arguing the deal materially undervalues STAAR and results from a flawed process. In an open letter, Yunqi criticized the Board for engaging only with Alcon, limiting competing bids, and adopting an overly pessimistic view of China—STAAR’s key market—despite signs of recovery. While open to a transaction at a fair price, Yunqi urged shareholders to reject the current terms, stressing STAAR’s strong standalone prospects in the global refractive surgery market.

Past

In 2015, Broadwood Partners disclosed a 2.3% stake and sought a board seat, while it increased its holdings from 17.3% to 21.6%, citing governance and alignment concerns and faith in management. In 2016, Broadwood's stake grew to 27%, recognizing governance improvements but maintaining alignment concerns, emphasizing the need for more progress. In August 2018, holding 24.7%, Broadwood Partners noted substantial company progress under improved management, better results, and increased recognition, acknowledging governance advancements and committing to ongoing dialogue for long-term value. In August 2020, with a 23.6% stake, it reaffirmed its belief in the company's progress, and on January 28, 2021, at 21.5%, expressed satisfaction with ongoing corporate governance enhancements, crediting shareholder-oriented governance since 2014-2016 via shareholder-board dialogue.

HCI Grove entered into a letter agreement with Grove Collaborative Holdings, Inc (GROV)

Key Summary: On July 8, 2025, Jason H. Karp and HCI Grove, LLC (5.4%) urged the Board to explore strategic alternatives, citing poor returns, limited float, and challenges in balancing growth and profitability due to high costs. On Sept 21, 2025, the company and HCI Grove entered a Letter Agreement tied to their Working Group

M.Cap: $61 million | Grove Collaborative Holdings, Inc., a consumer products company, develops and sells household, personal care, beauty, and other consumer products in the United States.

On July 8, 2025, Jason H. Karp, HCI Grove, LLC (5.4%) sent a letter to the Board urging a pursuit of strategic alternatives—such as a sale, merger, or take-private deal—citing poor shareholder returns, limited float, and the company's struggle to balance growth and profitability due to high costs. Source

On August 7, 2025, the company and Jason H. Karp, HCI Grove, LLC formed a working group to explore value-creation options, with Jason H. Karp favoring a sale, merger, or take-private deal and engaging on strategic, financial, and governance opportunities.

On Sept 21, 2025, the company and HCI Grove entered a Letter Agreement tied to their Working Group, imposing 18-month confidentiality, a six-month standstill (extendable to Sept 2026 if a Trigger Event occurs), and a lock-up on share transfers. The agreement restricts ownership above 9.99%, certain proposals, campaigns, and unsolicited deals. HCI Grove may exit anytime, the Issuer after six months, and the group ends by Sept 30, 2026.