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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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)
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| 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
307,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 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
307,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| 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
307,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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
307,615.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, 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, 170 SOUTHPORT DRIVE, MORRISVILLE,
NORTH CAROLINA
, 27560. |
| 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 September 15, 2024 and were purchased with the Riverstyx Fund LP's working capital. The total purchase price for the Common Stock Reported herein was approximately $1,097,749. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of September 16, 2024, (i) the Riverstyx Fund, LP may be deemed to beneficially own 307,615 shares of Common Stock, which represents 9.86% of the outstanding Common Stock; Riverstyx Fund GP, LLC may be deemed to beneficially own 307,615 shares of Common Stock, which represents 9.86% of the outstanding Common Stock; Riverstyx Capital Management, LLC may be deemed to beneficially own 307,615 shares of Common Stock, which represents 9.86% of the outstanding Common Stock; Ben Franklin may be deemed to beneficially own 307,615 shares of Common Stock, which represents 9.86% 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, 307,615 shares of Shared Voting Power, 0 shares of Sole Dispositive Power, and 307,615 shares of Shared Dispositive Power. |
| (c) | The following transactions in shares of Common Stock of the Issuer were effected within 60 days before the filing of this Amendment or since the most recent filing of Schedule 13D, whichever is less:
1. Date 2. Effected By 3. Quantity 4. Price Per Share
9/3/2024 Riverstyx Fund, LP 7,906 1.6184
9/4/2024 Riverstyx Fund, LP 6,000 1.6405
9/5/2024 Riverstyx Fund, LP 925 1.6543
9/6/2024 Riverstyx Fund, LP 1,000 1.6900
9/9/2024 Riverstyx Fund, LP 4,508 1.6923
9/10/2024 Riverstyx Fund, LP 5,106 1.7566
9/11/2024 Riverstyx Fund, LP 3,150 1.7997
9/12/2024 Riverstyx Fund, LP 7,381 1.8084
9/13/2024 Riverstyx Fund, LP 300 1.8181
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| (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. |
| 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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