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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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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) |
159765106 (CUSIP Number) |
Ben Franklin 3661 Valverde Cir, JACKSONVILLE, FL, 32224 9042945879 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2024 (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. | 159765106 |
| 1 |
Name of reporting person
Riverstyx Capital Management LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
271,139.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 159765106 |
| 1 |
Name of reporting person
The Riverstyx Fund, LP | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
271,139.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 159765106 |
| 1 |
Name of reporting person
Riverstyx Fund GP, LLC | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
271,139.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 159765106 |
| 1 |
Name of reporting person
Ben Franklin | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
271,139.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13D
|
| 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,
FLORIDA
, 27560. |
| Item 2. | Identity and Background |
| (a) | (i) the Riverstyx Fund, LP, (ii) Riverstyx Fund GP, LLC, (iii) Riverstyx Capital Management, LLC, and (iv) Ben Franklin. |
| (b) | 3661 Valverde CirJacksonville, FL 32224 |
| (c) | The principal business of the Riverstyx Fund, LP is serving as an investment fund. The principal business of the Riverstyx Fund, GP, LLC is serving as the general partner of the Fund. The principal business of Riverstyx Capital Management, LLC is acting as investment adviser and/or manager to other persons, including the Fund. The principal business of Ben Franklin is serving as managing member of Riverstyx Fund GP, LLC and the manager of Riverstyx Capital Management, LLC. Mr. Franklin may be deemed to be beneficially own shares owned and/or for the account of and/or for the benefit of Riverstyx Capital Management. |
| (d) | During the last five years, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons controlling the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are 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) | (1) The Riverstyx Fund, LP is a Delaware limited partnership(2) Riverstyx Fund GP, LLC is a Delaware limited liability company(3) Riverstyx Capital Management, LLC is a Florida limited liability company(4) Ben Franklin is a United States citizen |
| Item 3. | Source and Amount of Funds or Other Consideration |
All shares of Common Stock reported herein were purchased by the Riverstyx Fund, LP between May 2023 and July 26, 2024 and were purchased with the Riverstx Fund LP's working capital. The total purchase price for the Common Stock reported herein was approximately $1,035,731. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions including through a trading plan cleared under Rule 10b5-1(c) or otherwise, on such terms as the Reporting Persons may deem advisable.The Reporting Persons have engaged, and intend to continue to engage, in communications with the Issuer's Board of Directors (the "Board") and management team regarding potential steps to unlock the intrinsic value of the Issuer's business, including, but not limited to, optimizing performance, improving returns, enhancing corporate governance (including through potential changes to the composition of the Board) and/or exploring a sale of the Issuer.No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of August 19, 2024, (i) the Riverstyx Fund, LP may be deemed to beneficially own 271,139 shares of Common Stock, which represents 8.70% of the outstanding Common Stock; Riverstyx Fund GP, LLC may be deemed to beneficially own 271,139 shares of Common Stock, which represents 8.70% of the outstanding Common Stock; Riverstyx Capital Management, LLC may be deemed to beneficially own 271,139 shares of Common Stock, which represents 8.70% of the outstanding Common Stock; Ben Franklin may be deemed to beneficially own 271,139 shares of Common Stock, which represents 8.70% of the outstanding Common Stock |
| (b) | The Riverstyx Fund, LP, the Riverstyx Fund GP, LLC, Riverstyx Capital Management, LLC, and Ben Franklin all have 0 shares of Sole Voting Power, 271,139 shares of Shared Voting Power, 0 shares of Sole Dispositive Power, and 271,139 shares of Shared Dispositive Power. |
| (c) | Appendix A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. Except as otherwise noted, the transactions in the Common Stock were effected in the open market.1. Date2. Effected By3. Quantity4. Price Per Share7/2/2024Riverstyx Fund, LP1,9021.68947/3/2024Riverstyx Fund, LP3,3371.67567/5/2024Riverstyx Fund, LP5,0001.75007/8/2024Riverstyx Fund, LP2,2081.68867/9/2024Riverstyx Fund, LP7,3401.84547/10/2024Riverstyx Fund, LP1,3411.83007/11/2024Riverstyx Fund, LP6,2111.84617/12/2024Riverstyx Fund, LP5,4291.88007/15/2024Riverstyx Fund, LP5,0001.89597/17/2024Riverstyx Fund, LP4602.02007/18/2024Riverstyx Fund, LP10,0002.03947/19/2024Riverstyx Fund, LP5,7421.99587/22/2024Riverstyx Fund, LP2612.03307/23/2024Riverstyx Fund, LP52.00007/24/2024Riverstyx Fund, LP3,0151.98007/25/2024Riverstyx Fund, LP1,6031.90777/26/2024Riverstyx Fund, LP2,2091.8974 |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. |
| 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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