Notes that Purported Nomination of Director Applicants by means of a Riverstyx Foremost Is Incorrect and that the Nominations Will Now not be Known

RESEARCH TRIANGLE PARK, N.C., Oct. 7, 2024 /PRNewswire/ — Charles & Colvard, Ltd. (“Charles & Colvard” or the “Company”) (Nasdaq: CTHR) these days commented on a letter despatched to the Corporate’s shareholders and excepted publicly by means of Riverstyx Capital Control, LLC (“Riverstyx”). The Corporate equipped refer to commentary in reaction:

On August 27, Charles & Colvard won a purported realize (the “Notice”) from Ben Franklin, a fundamental of Riverstyx Capital Control, indicating his goal to appoint 3 applicants to rise for election to Charles & Colvard’s Board of Administrators (the “Board”) on the Corporate’s nearest Annual Assembly (the “Annual Meeting”).

Like maximum crowd corporations, Charles & Colvard’s Bylaws require a shareholder that wants to appoint applicants for election to serve the Corporate with progress realize and related knowledge in regards to the shareholder and its applicants. The effort of such provisions, which diverse courts have identified as legitimate, is to safeguard that the Board and shareholders have enough knowledge with which to guage applicants and manufacture an educated choice concerning the nomination and election of administrators.

The Realize didn’t conform to the sunny necessities of the Corporate’s 2011 Amended and Restated Bylaws (the “Bylaws”), that are in step with the Bylaws of nearly all of crowd corporations in related recognizes. Amongst many alternative deficiencies, the Realize unnoticed unsophisticated and important knowledge required by means of the Bylaws, reminiscent of:

• • The biographies and paintings histories of the applicants;
  • The possession stakes of the applicants and of the nominating particular person (Mr. Franklin) and his associates and co-workers, which seem to incorporate diverse entities that personal the Corporate’s store that aren’t even discussed within the Realize; and
  • The consent of each and every candidate to lend as a director.

Then a complete evaluate of the Realize and its deficiencies, and with enter from its advisors, the Board these days notified Mr. Franklin that the Realize is mistaken. Mr. Franklin waited till the week ahead of the utmost week of the nomination window to bring the poor Realize. Accordingly, the Corporate is not going to acknowledge Mr. Franklin’s nominations. Any proxies submitted, or votes forged, for the election of Mr. Franklin’s applicants will likely be brushed aside.

Charles & Colvard’s Board is dedicated to appearing in the most efficient pursuits of all shareholders and has invited Mr. Franklin to percentage his views at the Corporate’s trade and technique at once with the Board. The Board and control staff sit up for constructively enticing with Mr. Franklin.

Charles & Colvard’s Board will manufacture a advice to shareholders with admire to the nearest Annual Assembly and director elections in the end. Charles & Colvard shareholders aren’t required to rush any motion at this life.

About Charles & Colvard, Ltd.

Charles & Colvard, Ltd. (Nasdaq: CTHR) believes that wonderful jewellery must be as moral as it’s beautiful. Charles & Colvard is the untouched author of lab grown moissanite (a unprecedented gemstone shaped from silicon carbide). The Corporate brings innovative gem stones and wonderful jewellery to marketplace by means of the use of solely Made, no longer Mined™ above grassland gems and a determination to 100% recycled treasured metals. The Corporate’s Ceaselessly One™ moissanite and Caydia^® lab grown diamond manufacturers serve remarkable attribute, implausible worth and a mindful solution to bridal, haute couture, and on a regular basis jewellery. Charles & Colvard was once based in 1995 and is primarily based in North Carolina’s Analysis Triangle Soil area. For more info, please consult with https://www.charlesandcolvard.com/.

Ahead-Having a look Statements

This press let fall accommodates forward-looking statements inside the that means of Division 27A of the Securities Occupation of 1933, as amended, and Division 21E of the Securities Alternate Occupation of 1934, as amended. Statements expressing expectancies referring to our occasion and projections when it comes to our merchandise, gross sales, revenues, and profits are standard of such statements and are made underneath the Personal Securities Litigation Reform Occupation of 1995. Those forward-looking statements come with, however aren’t restricted to, statements about our plans, goals, representations, and contentions and aren’t historic info and most often are recognized by means of significance of phrases reminiscent of “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and matching phrases, even if some forward-looking statements are expressed otherwise.

All forward-looking statements are topic to the hazards and uncertainties inherent in predicting the occasion. You must remember that even if the forward-looking statements integrated herein constitute control’s wave judgment and expectancies, our latest effects might fluctuate materially from the ones projected, said, or implied in those forward-looking statements because of many elements together with, however no longer restricted to, some anti-takeover provisions of our constitution paperwork might lengthen or forbid a takeover of our Corporate; dangers homogeneous to our ongoing undercover arbitration and dating with Wolfspeed, Inc.; our trade and our result of operations might be materially adversely affected because of common financial and marketplace statuses; the execution of our trade plans may just considerably have an effect on our liquidity; unfavourable or faulty knowledge on social media may just adversely have an effect on our emblem and recognition; our failure to guard compliance with The Nasdaq Store Marketplace’s persevered record necessities, together with submitting our U.S. Securities and Alternate Fee (“SEC”) reviews on a well timed foundation, may just outcome within the delisting of our ordinary store; and the alternative dangers and uncertainties described in additional property in our filings with the SEC, together with our Annual Record on Mode 10-Okay for the fiscal pace ended June 30, 2023 and next reviews filed with the SEC. Ahead-looking statements talk simplest as of the year they’re made. We adopt disagree legal responsibility to replace or revise such statements to mirror unutilized instances or unanticipated occasions as they happen with the exception of as required by means of the federal securities rules, and you’re prompt to check and believe disclosures that we manufacture within the reviews that we record with the SEC that debate alternative elements related to our trade.

Impressive Alternative Data Referring to Proxy Solicitation 

Charles & Colvard intends to record a proxy commentary and WHITE proxy card with the SEC in reference to the solicitation of proxies for the Corporate’s nearest Annual Assembly. Charles & Colvard, its administrators and likely of its government officials will likely be members within the solicitation of proxies from shareholders in admire of the Annual Assembly. Data in regards to the names of Charles & Colvard’s administrators and government officials and their respective pursuits within the Corporate’s securities or another way is about forth within the Corporate’s proxy commentary for the 2024 Particular Assembly of Shareholders, filed with the SEC on April 8, 2024 (the “Special Meeting Proxy Statement”), and the proxy commentary for the 2023 Annual Assembly of Shareholders, filed with the SEC on October 27, 2023 (along side the Particular Assembly Proxy Observation, the “Prior Proxy Statements”). To the level holdings of such members in Charles & Colvard’s securities have modified for the reason that quantities described within the Prior Proxy Statements, such adjustments had been mirrored on Preliminary Statements of Really helpful Possession on Mode 3 or Statements of Trade in Possession on Mode 4 filed with the SEC. Alternative knowledge can be discovered within the Corporate’s Annual Record on Mode 10-Okay for the pace ended June 30, 2023, filed with the SEC on October 12, 2023, and next reviews filed by means of the Corporate with the SEC. Main points in regards to the nominees of the Charles & Colvard Board of Administrators for election on the nearest Annual Assembly will likely be integrated within the proxy commentary to be filed for the Annual Assembly. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF CHARLES & COLVARD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS AND SUPPLEMENTS THERETO ONCE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Those paperwork, together with the definitive proxy commentary (and any amendments or dietary supplements thereto) and alternative paperwork filed by means of Charles & Colvard with the SEC, are or will likely be to be had for disagree rate on the SEC’s web site at http://www.sec.gov and at Charles & Colvard’s investor members of the family web site at https://ir.charlesandcolvard.com/.

SOURCE Charles & Colvard, Ltd.

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