UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 30, 2017

Charles & Colvard, Ltd.

(Exact name of registrant as specified in its charter)

(919) 468-0399

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Appointment of New Director

On May 30, 2017, the Board of Directors (the “Board”) appointed Benedetta Casamento to serve as a director of Charles & Colvard, Ltd. (the “Company”). In addition, the Board appointed Ms. Casamento to the Board’s Audit Committee.

Ms. Casamento, age 50, is currently Chairman and President of Allyke, Inc., an artificial intelligence company creating digital imagery insights for retail and other industries. From December 2014 to April 2016, she served as Chief Executive Officer of Calypso St. Barth, a luxury boutique retailer of women’s apparel and accessories. Prior to her role at Calypso St. Barth, Ms. Casamento served as Executive Vice President, Finance & Operations of The Talbots, Inc. (“Talbots”), a specialty retailer and direct marketer of women’s apparel, accessories, and shoes, from March 2009 to July 2012. Prior to joining Talbots, Ms. Casamento served in various leadership roles within Liz Claiborne Inc. from February 1999 to November 2011, culminating in her position as President of Liz Claiborne Brands. Ms. Casamento started her career at Saks Fifth Avenue where she held roles of increasing responsibility in accounting and finance.

Ms. Casamento was granted an option to purchase 59,523 shares of the Company’s common stock on May 30, 2017 pursuant to the Company’s Board of Directors Compensation Program, which was filed with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Form 8-K on September 10, 2015.

A copy of the press release announcing the appointment of Ms. Casamento is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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