Charles & Colvard, Ltd. (NASDAQ:CTHR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On June 7, 2019, Charles & Colvard, Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative and on behalf of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) for the issuance and sale of 6,250,000 shares of the Company’s common stock, no par value per share (the “Common Stock”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 937,500 shares of Common Stock to cover over-allotments.
The Offering is being made to the Company’s effective registration statement on Form S-3 (File No. 333-225042) that was previously filed with the Securities and Exchange Commission, including the related prospectus, dated May 30, 2018, as supplemented by a prospectus supplement dated June 7, 2019. The closing of the Offering is expected to take place on or about June 11, 2019, subject to the satisfaction of customary closing conditions.
A copy of the Underwriting Agreement relating to the offering is filed as Exhibit 1.1 to this Current Report, and the description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of K&L Gates LLP relating to the validity of the shares in the Offering is filed as Exhibit 5.1 hereto.
On June 7, 2019, the Company issued a press release with respect to the Offering described in Item 1.01 of this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 hereto.
| 1.1 | Underwriting Agreement, dated June 7, 2019 |
| 5.1 | Opinion of K&L Gates LLP |
| 23.1 | Consent of K&L Gates LLP (included in Exhibit 5.1) |
| 99.1 | Press Release dated June 7, 2019 |
CHARLES & COLVARD LTD Exhibit
EX-1.1 2 tv523275_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 6,…
To view the full exhibit click here
About Charles & Colvard, Ltd. (NASDAQ:CTHR)
Charles & Colvard, Ltd. manufactures and distributes Charles & Colvard Created Moissanite jewels (moissanite) and finished jewelry featuring moissanite. The Company’s segments are Wholesale, Moissanite.com and Charles & Colvard Direct. The Company sells loose moissanite jewels and finished jewelry at wholesale to distributors, manufacturers and retailers, and at retail to end consumers through its operating subsidiaries. The Company manages its business primarily through its three distribution channels that it uses to sell its product lines, loose jewels and finished jewelry, which included Charles and Colvard Direct, LLC. The Company sells loose moissanite jewels and finished jewelry featuring moissanite at wholesale to retailers, television (TV) shopping networks, and designers to be sold to end consumers and directly to consumers through its e-commerce sales channel Moissanite.com. The Company primarily sells moissanite jewels, including Forever Classic and Forever Brilliant.