Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on March 2, 2026,
Charles & Colvard, Ltd., a North Carolina corporation (the “Company”), filed a voluntary petition for relief (the “Chapter
11 Case”) under Chapter 11 of Title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court
for the Eastern District of North Carolina (the “Bankruptcy Court”). The case is styled as In re Charles & Colvard,
Ltd.
On July 15, 2026, the Company filed with the Bankruptcy
Court its monthly operating report for the period ended May 31, 2026 (the “Monthly Operating Report”). The Monthly Operating
Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including the exhibits
hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely by Regulation FD.
The information contained in this Item 7.01 and
in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth
by specific reference in such a filing.
Cautionary Statement Regarding the Monthly
Operating Report
The Company cautions investors and potential investors
not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited
in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements
of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance
with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws or rules and
is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor
in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for
periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and
such information might not be indicative of the Company’s financial condition or operating results for the period that would be
reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly
Operating Report should not be viewed as indicative of future results.
Cautionary Note Regarding the Chapter 11
Case
The Company cautions that trading in the Company’s
common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company’s
common stock may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s common stock in
the Chapter 11 Case. The Company expects that holders of the Company’s common stock may experience a significant or complete loss
on their investment, depending on the outcome of the Chapter 11 Case. Accordingly, the Company urges extreme caution with respect
to existing and future investments in its common stock.
Cautionary Statements Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements typically can be identified by use of terms such as “may,” “will,”
“should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “continue,” and similar words, although some forward-looking statements are
expressed differently. All forward-looking statements are subject to the risks and uncertainties inherent in predicting the future. You
should be aware that although the forward-looking statements included herein represent management’s current judgment and expectations,
the Company’s actual results may differ materially from those projected, stated, or implied in these forward-looking statements
as a result of many factors including, but not limited to, risks attendant to the bankruptcy process, including the Company’s ability
to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the
course of Chapter 11; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s
restructuring process, on the Company’s liquidity (including the availability of operating capital during the pendency of Chapter
11); the effects of Chapter 11 on the interests of various constituents and financial stakeholders; the length of time that the Company
will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; objections
to the Company’s restructuring process or other pleadings filed that could protract Chapter 11; risks associated with the Company’s
proposed restructuring plan; risks associated with third-party motions in Chapter 11; Bankruptcy Court rulings in the Chapter 11 process
and the outcome of Chapter 11 in general; employee attrition and the Company’s ability to retain senior management and other key
personnel due to the distractions and uncertainties; in addition to the other risks and uncertainties described in more detail in the
Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Furthermore, such forward-looking statements
speak only as of the date of this Current Report on Form 8-K. Except as required by applicable law, the Company does not intend to
update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect
the occurrence of unanticipated events.