PRELIMINARY PROXY STATEMENT SUBJECT TO
COMPLETION
DATED SEPTEMBER 9, 2025
2025 ANNUAL MEETING OF STOCKHOLDERS
OF CHARLES & COLVARD, INC.
_________________________
PROXY STATEMENT
OF
DUC PHAM
________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE UNIVERSAL PROXY CARD TODAY
This proxy statement and the accompanying BLUE proxy
card are being furnished to shareholders of Charles & Colvard, Ltd. by Duc Pham (“Mr.
Pham”) for the 2025 Annual Meeting of the Company being held at 9:30 A.M. Eastern
Time on October 13, 2025 at the Company’s offices at 170 Southport Drive, Morrisville, North
Carolina 27560.
At the Annual Meeting Duc Pham will propose that he should
be elected to the Board of Directors, each for a one-year term, and the shareholders
will thus have an opportunity to vote on his nomination. Shareholders will thus have an opportunity:
1.
To elect Duc Pham to the Board of Directors.
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2.
To
vote on management proposals to ratify the appointment the Company’s independent registered public
accounting firm and to approve on a nonbinding basis the
Company’s proposals to approve management executive company report and
the frequency of future advisory votes on executive compensation.
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3. To transact such other business
that may properly come before the Annual Meeting.
This Proxy Statement and the enclosed BLUE
universal proxy card are first being mailed to shareholders on or about September
18, 2025.
The Company has disclosed that the Annual Meeting will take
place as an in-person meeting at the date, time and location disclosed
above. For further information on how to
attend and vote at the Annual Meeting and by proxy please see the “Voting
procedures; broker non-votes and discretionary voting” section of this proxy
statement.
The Board is currently composed of five (5) directors, each
serving a one-year term. Five (5) directors will be elected to one-year terms
at the 2025 Annual Meeting. Through this
Proxy Statement and enclosed BLUE universal proxy card, Mr.
Pham is soliciting proxies to elect himself.
Mr. Pham is not seeking your proxy to vote “for” or “against” or to
“withhold” your proxy as to any other item that may properly come before the
Annual Meeting. Mr. Pham, the RiverStyx Nominees and the Company Nominees will each be
using a universal proxy card for voting on the election of directors at the
Annual Meeting. Each card will include
the names of all nominees for election to the Board. Shareholders will thus have
the ability to vote for up to five (5) nominees on Mr. Pham’s enclosed BLUE universal
proxy card and to vote on Mr. Pham’s BLUE universal proxy card
for all items on the Company’s proxy card.
There is no need to use the Company’s WHITE proxy card or voting
instruction form or the RiverStyx Parties’ proxy card
or voting instruction, regardless of how you wish to vote. In any case, we
recommend that the shareholders vote in favor of Mr. Pham to achieve a Board composition
that he believes is in the best interest of all shareholders.
If elected, Mr. Pham, subject to his fiduciary duty as a
director, will seek to work with the other members of the Board to evaluate all
opportunities to enhance shareholder value. If Mr. Pham is elected, he would be in a
minority on the Board, and it is uncertain that he would be able to implement
the actions that he believes to be necessary to unlock shareholder value. There is no assurance that any of the Company
Nominees will serve as directors if Mr. Pham should be elected. The names,
backgrounds and qualifications of the Company Nominees, and other information
about them and other members of the Board of Directors, can be found in the
Company’s proxy statement. The names,
backgrounds and qualifications of the RiverStyx
Nominees and other information about them can be found in the RiverStyx Parties’ proxy statement.
IF YOU SUBMIT A VALIDLY EXECUTED BLUE PROXY
CARD, IT WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS.
YOU MAY MARK INSTRUCTIONS WITH RESPECT TO ANY OR ALL OF THE
DIRECTOR NOMINEES LISTED IN PROPOSAL 1, BUT YOU MAY MARK A VOTE “FOR” NO MORE
THAN FIVE (5) NOMINEES IN TOTAL. IF YOU
MARK A VOTE “FOR” FEWER
THAN FIVE NOMINEES, THE NAMED PROXIES (NAMED ON THE BLUE PROXY CARD) WILL VOTE YOUR
SHARES “FOR”
ONLY THOSE NOMINEES YOU HAVE SO MARKED. IF
YOU MARK A VOTE “FOR” MORE THAN FIVE NOMINEES, YOUR VOTES ON PROPOSAL 1 WILL BE
INVALID AND WILL NOT BE COUNTED.
IF YOU DO NOT INDICATE ANY INSTRUCTION WITH RESPECT
TO PROPOSAL 1, THE BLUE PROXY CARD WILL BE VOTED AS FOLLOWS: “FOR”
MR. PHAM AND “WITHHOLD” ON ALL THE
COMPANY NOMINEES, IN EACH CASE AS LISTED IN PROPOSAL 1.
WITH RESPECT TO PROPOSALS 2, 3 AND 4 (MANAGEMENT
PROPOSALS): YOUR SHARES WILL BE VOTED ON
THE BLUE CARD ONLY AS DIRECTED. IF
YOU DO NOT PROVIDE AN INSTRUCTION WITH RESPECT TO ANY OF THESE PROPOSALS, THE
NAMED PROXIES (NAMED IN THE BLUE PROXY CARD) WILL EXERCISE THEIR
DISCRETION TO CAUSE YOUR PROXY TO ABSTAIN ON SUCH OTHER PROPOSALS.
THE NAMED PROXIES
WILL ALSO EXERCISE THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE ANNUAL MEETING, SUBJECT TO APPLICABLE LAW.
The Company has set the close of business on August 29, 2025 as the record date for determining shareholders
entitled to notice of and to vote at the Annual Meeting (the “Record Date”). According to the Company, as of the Record
Date, there were 4,471,453 shares of Common Stock outstanding and entitled to
vote at the Annual Meeting.
Mr. Pham is the only “participant” in this
solicitation, as that term is used in federal securities law, and he has no substantial
interest in Charles & Colvard other
than the ownership of shares as follows: Of the outstanding shares of common
stock (reported by the Company as of the Record Date, Mr. Pham is the record
owner of 50 shares and the beneficial owner of 155,850 shares, and he has
voting authority as to 144,000 shares, together comprising approximately 9.6% or
6.7% (if newly converted shares would be added) of the Company’s common
stock. A list of these holdings as of
September 9, 2025 and transactions in Charles &
Colvard common stock in the past two years appear in Appendix 1 to this
proxy statement.
We urge you to carefully consider the information in this
Proxy Statement and then support our efforts by signing, dating and returning
the enclosed BLUE universal proxy card today.
THIS SOLICITATION IS BEING MADE BY DUC PHAM AND NOT ON BEHALF
OF THE BOARD OR MANAGEMENT OF THE COMPANY OR ANY OTHER PARTY. MR. PHAM IS NOT AWARE OF ANY OTHER MATTERS TO
BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS SET FORTH IN THIS PROXY
STATEMENT AND THE PROXY MATERIALS CIRCULATED BY THE COMPANY AND THE RIVERSTYX
PARTIES. SHOULD OTHER MATTERS, OF WHICH MR.
PHAM IS NOT AWARE AT A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT
BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED BLUE UNIVERSAL
PROXY CARD WILL EXERCISE THEIR DISCRETION TO VOTE ON SUCH MATTERS.
MR. PHAM URGES YOU TO SIGN, DATE AND RETURN THE BLUE UNIVERSAL
PROXY CARD “FOR” THE ELECTION OF DUC PHAM.
IF YOU HAVE ALREADY SENT A UNIVERSAL PROXY CARD FURNISHED
BY THE COMPANY OR THE RIVERSTYX PARTIES, YOU MAY REVOKE THAT PROXY AND VOTE ON
EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING, DATING AND
RETURNING THE ENCLOSED BLUE UNIVERSAL PROXY CARD. THE
LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION
OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE
ANNUAL MEETING.
Important Notice Regarding
the Availability of Proxy Materials for the Annual Meeting—This Proxy Statement
and our BLUE universal proxy card are available at www.sec.org and at ___________.
IMPORTANT
Your vote is important, no matter how many shares of Common
Stock you own. Duc Pham urges you to
sign, date, and return the enclosed BLUE universal proxy card today to
vote FOR the election of Mr. Pham to the Board of Directors.
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If your shares of
Common Stock are registered in your own name, please sign and date the
enclosed BLUE universal proxy card and return it to Mr.
Pham c/o Campaign Management, LLC in the enclosed postage-paid envelope
today.
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If your shares of
Common Stock are held in a brokerage account or bank, you are considered the
beneficial owner of the shares of Common Stock, and these proxy materials,
together with a BLUE voting instruction form, are
being forwarded to you by your broker or bank. As a beneficial owner, if you
wish to vote, you must instruct your broker, trustee or other representative
how to vote. Your broker cannot vote your shares of Common Stock on your
behalf without your instructions.
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·
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Depending upon
your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. Please refer to the enclosed BLUE voting
instruction form for instructions on how to vote electronically. You may also
vote by signing, dating and returning the enclosed BLUE voting
instruction form in the enclosed pre-paid return envelope.
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As Mr.
Pham is using a “universal” proxy card, which includes Mr. Pham, the RiverStyx Nominees and the Company’s Nominees, there is no
need to use any other proxy card regardless of how you intend to vote. However,
Mr. Pham strongly urges you NOT to sign or return any proxy cards or voting
instruction forms that you may receive from the Company or the RiverStyx Parties. Even
if you return the WHITE management proxy card marked “withhold”
as a protest against the incumbent directors, it will
revoke any proxy card you may have previously sent to us.
If you have any questions, require assistance in voting
your BLUE universal proxy card,
or need additional copies of Mr. Pham’s proxy materials, please
contact Campaign Management, LLC at the phone numbers listed below.
Strategic Stockholder Advisor and Proxy Solicitation Agent
15 West 38th Street, Suite #747, New York,
New York 10018
Campaign Management
North American Toll-Free Phone:
1-844-264-9255
Email: info@campaign-mgmt.com
Call Collect Outside North America: +1 (212) 632-8422
BACKGROUND TO THE SOLICITATION
The following is a chronology of
material events leading up to this proxy solicitation.
In 2017, while shopping for an anniversary ring, Mr. Pham
compared a two-carat diamond with moissanite and was impressed by moissanite’s
optical properties and value. He purchased a Company-branded Forever One® ring
through an authorized dealer. He also
began researching the Company and began purchasing shares, based on a belief in
the Company’s mission and product potential.
In 2018 Mr. Pham launched Infinitive Love, Inc. to sell a
collection of his jewelry designs that were based on Forever One moissanites to
promote the Company brand and products.
From 2018 to 2023 he purchased approximately $25,000 of the Company’s
moissanite each year from an authorized distributor.
On April 30, 2025, after several years of observing and
experiencing industry changes, and in the wake of the Company’s stock’s
delisting from NASDAQ, Mr. Pham wrote the Board’s Nominating and Governance
Committee to express his interest in serving on Company’s Board of Directors. The Company acknowledged receipt of his
communication on May 9, 2025.
On August 20, 2025, Mr. Pham entered into
an irrevocable proxy voting agreement under which he received voting power with
respect to 144,000 shares of common stock for the 2025 annual meeting of
shareholders.
On August 22, 2025 Mr. Pham filed a Schedule 13D disclosing his voting
power over 9.6% of the Company’s common stock.
On August 23, 2025 the Company’s Chief Executive Officer Company e-mailed
Mr. Pham to propose a meeting with him and two new members of the Board.
On August 25, 2025, Mr.
Pham delivered to the Company a notice of his intent to nominate himself as a
director at the 2025 Annual Meeting.
On August 29, 2025, Mr. Pham met virtually
with the Company’s Chief
Executive Officer, the Executive Chair, and an Executive Director to discuss
governance and high-level strategic themes, including focusing on jewelry
design and attention to detail as a way to
differentiate the brand within the market for lab-grown jewelry. At the Executive Chair’s suggestion, Mr. Pham was invited to provide design advice to
the CEO, and the parties discussed a possible on-site session for September
8–9, 2025. Mr. Pham indicated a preference
to join the Board first and provide jewelry design input thereafter. No session was scheduled, and no agreements
or understandings were reached.
On
September 1, 2025, the Company’s Corporate Secretary confirmed that Mr. Pham’s
nomination papers complied with the bylaw requirements for presenting the
nomination at the upcoming annual meeting.
REASONS FOR THE SOLICITATION
In the
Participant’s view:
Charles & Colvard is a company
that has lost touch with its core customer. Catalog and pricing don’t align
with demand for elegant, independently certified (GIA/IGI/GCAL) jewelry designs
at competitive prices; a sprawling assortment slows decisions and erodes the
conversion of browsers into buyers, as well as trust.
There have been significant market
shifts in recent years, yet Charles & Colvard has been slow to adapt, and
shareholders have paid a heavy price.
There are things that can be done
to turn things around, but that will not happen with the Company’s current
leadership. Mr. Pham would bring to the
Board something it currently lacks – an independent perspective from someone
with hands-on experience in the jewelry business, as well as concrete plans for
improving operations and shareholder value.
This discussion will focus first on
performance and then outline Mr. Pham’s analysis of what went wrong and what
should be done.
What
the Numbers Tell Us
Performance
Deterioration (Evidence & Implications)
From fiscal 2023 through the first
quarter of fiscal 2025, the Company's revenue declined materially
and GAAP losses persisted. Net sales fell from approximately $29.95 million in
FY2023 to approximately $21.96 million in FY2024 (about a 27% year-over-year
decline), and Q1 FY2025 net sales were approximately $3.23 million. Gross
profitability also compressed; on a year-to-date basis, gross margin decreased
from roughly 33% (nine months ended March 31, 2024) to roughly 29% (nine months
ended March 31, 2025), and the Company reported net losses in FY2023 and FY2024
with continued quarterly losses into FY2025.
Figure 1 summarizes the experience.
Figure
1. Quarterly Net Sales (slate gray bars), GAAP Net Loss (red bars), and Sales
& Marketing (“S&M”) expense (line), Q2 FY2023–Q1 FY2025 — unified scale
with Year over Year (“YoY”) labels above revenue bars.
Source: Company filings (FY2024
Form 10-K; Q1 FY2025 Form 10-Q; quarterly releases). Losses shown as negative
values. S&M Q4 FY2024 derived as FY2024 total minus Q1–Q3.
What the chart shows.
• Double-digit year-over-year
revenue declines in each comparable quarter, ranging from −35% to −21% (labels
above the revenue bars).
• Severe, persistent GAAP losses
across the last seven quarters (red bars).
• Sales & Marketing (S&M)
expense remained a major cost line through FY2024 and into Q1 FY2025 (line), yet did not translate into sales growth—indicating low
marketing efficiency/conversion and a likely product–market fit gap. In short,
the Company appears to be selling what it has rather than what customers want.
Stock
performance to last Nasdaq close (investor perspective)
The Company’s stock performance for
investors in the last 1 to 5 years average about −88% which reflects poor
performances on top and bottom lines. Net sales average about −29% decline from
year-ago quarter. Net losses average about $4.4 million per quarter in the last
8 quarters.
To illustrate shareholder
experience, Figure 2 below shows the percentage loss at the last Nasdaq close
(April 24, 2025; $0.49/share) for a hypothetical $10,000 invested at year-end
from 2019 through 2024.
Figure
2. Percentage Loss to Last Nasdaq Close by Start Date (losses shown as
negative).
Source and methodology: Price-only; no dividends assumed. Start
prices are year-end closes (Macrotrends). End price is the last Nasdaq close on
April 24, 2025 ($0.49; Yahoo Finance).
If you invested $10,000 at year-end
2020, 2021, 2022, 2023, or 2024, your return to the last Nasdaq close on April
24, 2025 ($0.49/share) would be −96.0% (−$9,602), −98.3% (−$9,830), −94.0%
(−$9,404), −88.1% (−$8,805), and −63.2% (−$6,316), respectively (ending values
≈ $398, $170, $596, $1,195, and $3,684).
How Did We Get to This Point?
Based on publicly available
information through September 8, 2025, Mr. Pham believes management and the
Board have not adequately adapted to the rapid industry shift toward certified
lab‑grown diamonds. Mr. Pham notices
this trend in his own jewelry business. By
early 2023, low-cost imported moissanite had become widely available, and
lab-grown diamond prices had declined rapidly, making lab-grown diamonds that
had been “certified” by independent organizations such as the Gemological
Institute of America (“GIA”) or the International Gemological Institute (“IGI”)
highly affordable. In Mr. Pham’s
experience, consumers value and trust the certification of jewelry by an
independent agent, rather than “house certification” by the seller. Such reports are also valuable in judging the
comparability of individual pieces.
Based on these changing market
conditions and customer preferences, Mr. Pham transitioned to using GIA, IGI,
or GCAL certified lab-grown diamonds and stopped ordering moissanite, expecting
that the Company would respond to this market shift. Although the Company helped pioneer man‑made
gemstones, it appears that the Company failed to capture a significant share of
the growing market for certified lab‑grown diamonds. The multi‑quarter revenue declines and
persistent losses in Figure 1 bear this out.
Mr. Pham believes the Company’s
price positioning for moissanite appears elevated relative to a broad set of
alternative offerings, which may be constraining sell‑through. As a director,
Mr. Pham would seek an immediate pricing and merchandising review alongside development
and executive of a product strategy based on certification-based products.
Identifying Problems and Proposing
Solutions
The
financial charts above suggest that there are several immediate issues that
should be tackled. Two immediate
problems are apparent.
Problem — Loose-jewel inventory has
not cleared. As of March 31, 2025 (Q3 FY2025), the Company reported
approximately $10.62 million in loose jewels inventory—essentially unchanged
from approximately $10.08 million as of June 30, 2024 - despite materially
lower loose-jewel sales through FY2024–FY2025. This indicates slow sell-through
and a continued moissanite overhang on the balance sheet.
Solution — Clear the moissanite
overhang quickly. Run an aggressive,
time-boxed markdown program for loose moissanite across all channels until the
overhang is reduced to a defined target (for example, ≤ three quarters of
forward demand). Protect brand equity by using designated clearance lanes
(outlet, marketplace, or B2B bulk) and bundle tactics (e.g., buy mounting, get
center at a discount), rather than blanket site-wide cuts. Pre-define
guardrails (minimum gross margin floor, maximum weekly units) and publish a
weekly inventory burn-down to the Board until the target level is achieved.
Problem — Caydia®
branding vs. independent trust. The Company moved into lab-grown diamonds under
its Caydia® brand. While Caydia®
positions quality visually and by specification, the primary trust signal for
many customers is an independent grading report such as GIA or IGI or GCA. Caydia® presentation has not consistently led with
third-party certificates as the hero credential.
Solution — Standardize on
independent certification and simplify the message. Make third-party
certificates the default: require certification by IGI/GCAL[1]/GIA for all center stones
above a defined size (independent lab reports that assess cut, color, clarity,
carat and assign a unique report number), and surface certificate numbers and
scans on product pages and invoices. Triage existing Caydia®
inventory by routing higher-grade stones for IGI grading and marking down
lower-grade stones to convert to cash. Retire any proprietary “self-certification”
framing for diamonds.
But that’s not all. The data suggest some broader issues that
need to be addressed.
Additional problems:
• Revenue contraction and losses:
Material year-over-year declines with continued quarterly losses have reduced
operating flexibility and increased financing risk.
• Inefficient Sales & Marketing
spend: High S&M intensity without commensurate sales improvement suggests
conversion issues (targeting, messaging, or offer–product mismatch).
• Customer signal mismatch:
Merchandising and product mix are not aligned with current demand signals
(e.g., certification expectations, design differentiation).
Proposed solutions:
• Pause ads that don’t pay off.
Only run paid campaigns that at least earn back twice their cost or pay for
themselves within ~90 days. While the product lineup is being fixed, stick to
low-cost retention (email, texts, loyalty).
• Spend a small, set amount on
learning. Use a modest budget (about 10% of prior sales & marketing) to
talk to customers, make quick prototypes, and A/B test ideas—start with
certified center stones and design-led sets.
• Turn slow sellers into cash. Mark
down unpopular items and older moissanite through outlet/marketplace/bulk
channels instead of site-wide sales, so regular prices don’t get dragged down.
• Make the store easier to buy
from. Lead with independently certified stones and signature designs,
and cut option overload so customers can choose faster.
• Targets (conversion & mix).
Lift conversion of browsers into buyers by X% from today’s level and improve
gross margin by 3–5 percentage points by selling a better mix of products.
• Targets (inventory & cash).
Set weekly goals to shrink old inventory and track cash raised from
markdown/bulk. Reduce aged stock to no more than three quarters of expected
demand within 90 days.
In addition to near-term actions to
stabilize performance, the Company needs medium-term moves to reignite growth,
and a long-term brand vision centered on certified product leadership and
design differentiation.
• To reverse declining revenue and severe losses, the Company
should focus on selling the jewelry the customer wants and pay more attention
to details especially on the total user experience. The customer wants elegant,
premium jewelry designs at competitive pricing. The company website has
thousands of pieces, but in Mr. Pham’s view they don't quite meet all the
criteria previously mentioned.\
• Redesign the website to feature GIA, IGI, and GCAL certified
lab-grown diamonds as center stones, with prices set lower than competitors to
improve conversion and customer trust.
• Replace the
“SALE” section with two categories: Moissanite Sale (for moissanite jewelry and
loose stones) and Lab-Grown Diamond Sale (for lower-grade Caydia® jewelry).
• For each category or style, select at most 20 best
sellers provided they have at least 5 reviews and 10 sales; others go on sale
and are discontinued.
• Add a “New Designs” category for up to 20 new
designs as a testing ground to become best sellers.
• Motivate buyers to write reviews by offering a 15%
discount on their next purchase.
The Participant’s
Vision
Customers don’t just buy jewelry—they choose the brand’s designs filled with
emotion and meaning. Each sale is intimate and unique. The Participant views
elevating this experience as critical to the Company’s long-term success.
Specifically, the Participant believes successful jewelry brands are anchored
by a clear design philosophy and a thoughtful customer experience. To put
design at the center, he proposes a senior role—President of Design &
Product Excellence—to lead strategy and ensure accountability. In his view,
elegantly designed jewelry is wearable art.
The Participant believes that limiting the assortment to at most 20 best
sellers per category or style will improve customer experience by reducing
shopping time and enabling faster purchase decisions. Inventory costs would be
lower, and items would be in stock and ready to ship the next day.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board is currently composed of five (5) directors, each
serving a term of one (1) year, and the terms of all five (5) directors will expire
at the 2025 Annual Meeting. We seek your
support at the Annual Meeting to elect Duc Pham for a term ending at the 2026
Annual Meeting of Stockholders. There is
in addition a slate of three (3) nominees put forward by the RiverStyx Parties. Given
that the Company’s five nominees are incumbent directors, your vote to elect Mr.
Pham and two or more of the RiverStyx Nominees could
have the effect of replacing a majority of the current Board members. If only Mr. Pham is elected, or if he and only
one of the RiverStyx Nominees is elected, they would
constitute a minority of the Board, and there can be no guarantee that they
would be able to implement the actions that Mr. Pham (or they) believe to be necessary
to unlock shareholder value. Regardless
of the outcome, Mr. Pham, if elected, and subject to his fiduciary duty as a
director, will seek to work with the other members of the Board to evaluate all
opportunities to enhance shareholder value.
This Proxy Statement is soliciting proxies to elect only Mr.
Pham. However, it will be possible to
use the BLUE proxy card to vote “FOR” or “WITHHOLD” not only as
to Mr. Pham, but also as to the Company Nominees and the RiverStyx
Nominees. Mr. Pham has provided the
required notice to the Company pursuant to the Universal Proxy Rules, including
Rule 14a-19(a) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and intend to solicit the holders of Common Stock representing
at least 67% of the voting power of Common Stock entitled to vote on the
election of directors in support of director nominees other than the Company’s
nominees. There is no assurance that any of the Company’s Nominees will serve
as a director if Mr. Pham or any of the RiverStyx
Nominees is elected to the Board. You should refer to the Company’s proxy
statement for the names, backgrounds, qualifications and other information
concerning the Company’s Nominees. You
should refer to the RiverStyx Parties’ proxy
statement for the names, backgrounds, qualifications and other information
concerning the RiverStyx Nominees.
NOMINEE DUC PHAM
The following information sets forth the name, age,
business address, present principal occupation, and employment and material
occupations, positions, offices or employments for the past five (5) years of Mr.
Pham, along with the specific qualifications, attributes and skills. This information has been furnished by Mr.
Pham, who is a citizen of the United States of America.
Duc Pham, 49, is a professional jeweler, designer, and self-taught
goldsmith with direct experience in gemstone setting, 3D design,
and small-batch production. Through Infinitive Love Inc., a company he
co-founded in 2018, he develops original, value-focused designs using certified
lab-grown gemstones. In addition, he has worked as a Senior Engineer at Apple
Inc. since 2015.
Mr. Pham supports a
disciplined, data-driven approach to operations and continuous improvement, and
he has been a committed investor in Charles & Colvard for nearly a decade.
His company, Infinitive Love, used to promote moissanite purchased through the
Company’s official distribution channel. Motivated by his investment philosophy and
passion for creative design, Mr. Pham transitioned into the jewelry industry
and has since become a professional jeweler and goldsmith who has personally
designed every piece in his collections and hand set every center stone. His
jewelry business, which relies on referrals and word-of-mouth marketing, specializes
in original and trendy designs using lab-grown gemstones and prioritizes a
customer-centric business model that emphasizes premium quality, cost-effective
material selection, and aesthetic attention to design details.
Below is a sample of one of Mr. Pham bestselling designs: A 2-carat IGI-certified
blue lab-grown diamond ring in platinum.
Mr. Pham designed the 6-prong ring with knife edge pavé, claw set the center stone and took the
pictures as shown before any editing.
Figure 3. Mr. Pham’s 6-prong Blue Diamond Knife Edge Pave Platinum Ring.
Mr. Pham’s principal occupation over the last five years as been as a Senior Engineer at Apple Inc. (October
2015-present). In addition, and as to Infinitive
Love Inc., he is a co-founder, jewelry designer, chief financial officer and
member of the board of directors (August 2018-present). He holds a B.S. in Electrical
and Computer Engineering from the University of California, Davis. His business address at Apple, Inc. is One
Apple Park Way, Cupertino, CA 95014. His
business address for Infinitive Love, Inc. is 969 Story Rd # 6012, San Jose, CA
95122.
Mr. Pham believes that he would if he should be elected as
a director of the Company, he would be an “independent director” within the
meaning of applicable Over The Counter Markets listing
standards. Notwithstanding the
foregoing, he understands that a director may not qualify under any applicable
standards unless the board of directors affirmatively makes such a
determination.
Except as otherwise set forth in this Proxy Statement
(including the Appendices hereto),
during the past 10 years: (i) no participant
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); (ii) no participant directly or indirectly beneficially
owns any securities of the Company; (iii) no participant owns shares of the
Company’s common stock of record; (iv) no participant has purchased or sold any
securities of the Company during the past two years; (v) no part of the purchase
price or market value of the securities of the Company owned by any participant
is represented by funds borrowed or otherwise obtained for the purpose of
acquiring or holding such securities; (vi) no participant is, or within the
past year was, a party to any contract, arrangements or understandings with any
person with respect to any securities of the Company, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits or the
giving or withholding of proxies; (vii) no associate of any participant owns
beneficially, directly or indirectly, any securities of the Company; (viii) no participant
owns beneficially, directly or indirectly, any securities of any parent or
subsidiary of the Company; (ix) no participant or any of his, her or its
associates was a party to any transaction, or series of similar transactions,
since the beginning of the Company’s last fiscal year, or is a party to any
currently proposed transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $120,000; (x) no participant or any of his, her or its
associates has any arrangement or understanding with any person with respect to
any future employment by the Company or its affiliates, or with respect to any
future transactions to which the Company or any of its affiliates will or may
be a party; and (xi) no person, including any
participant, who is a party to an arrangement or understanding pursuant
to which Mr. Pham is proposed to be elected, has a substantial interest, direct
or indirect, by security holdings or otherwise in any matter to be acted on as
set forth in this Proxy Statement. There are no material proceedings to which
any participant or any of his, her or its associates is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. With respect to Mr. Pham, except as set
forth in this Proxy Statement (including the Appendix), (a) none of the events
enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred
during the past ten years, (b) there are no relationships involving Mr. Pham or his associates
that would have required disclosure under Item 407(e)(4) of Regulation S-K had he
been a director of the Company, and (c) neither Mr. Pham nor his associates has
received any fees earned or paid in cash, stock awards, option awards,
non-equity incentive plan compensation, changes in pension value or
nonqualified deferred compensation earnings or any other compensation from the
Company during the Company’s last completed fiscal year, nor was subject to any
other compensation arrangement described in Item 402 of Regulation S-K.
Other than as stated herein, there are no arrangements or
understandings between or among any participant or any other person or persons
pursuant to which the nomination of Mr. Pham is being made. Mr. Pham is not a party adverse to the Company
or any of its subsidiaries, and he does not have a material interest that is adverse to the Company or any of its subsidiaries in any
material pending legal proceeding.
Mr. Pham, the Company and the RiverStyx
Parties will each be using a universal proxy card for voting on the election of
directors at the Annual Meeting, which will include the names of all nominees
for election to the Board. Shareholders
will thus have the ability to vote for Mr. Pham on the
enclosed BLUE universal proxy card and to vote on the BLUE
card for one or more of the Company Nominees or the RiverStyx
Nominees up to a total of five (5). Any
shareholder who wishes to vote on any item being proposed by the Company will
also be able to do using the BLUE card. There is no need to use the Company’s
WHITE proxy card or voting instruction form or the RiverStyx
Parties’ proxy card or voting instruction form, regardless of how you wish to
vote.
We urge you to vote FOR Mr. Pham using the BLUE universal
proxy card.
Information about the Company Nominees is set forth in the
Company’s proxy statement. Mr. Pham is not responsible for the accuracy of any
information provided by or relating to Charles & Colvard or the Company Nominees contained
in any proxy solicitation materials filed or disseminated by, or on behalf of, Charles & Colvard
or any other statements that Charles & Colvard or its representatives
have made or may otherwise make.
IF YOU SUBMIT A VALIDLY EXECUTED BLUE PROXY
CARD, IT WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS.
YOU MAY MARK INSTRUCTIONS WITH RESPECT TO ANY OR ALL OF THE
DIRECTOR NOMINEES LISTED IN PROPOSAL 1, BUT YOU MAY MARK A VOTE “FOR” NO MORE
THAN FIVE (5) NOMINEES IN TOTAL. IF YOU
MARK A VOTE “FOR” FEWER
THAN FIVE NOMINEES, THE NAMED PROXIES (NAMED ON THE BLUE PROXY CARD) WILL VOTE YOUR
SHARES “FOR”
ONLY THOSE NOMINEES YOU HAVE SO MARKED. IF
YOU MARK A VOTE “FOR” MORE THAN FIVE NOMINEES, YOUR VOTES ON PROPOSAL 1 WILL BE
INVALID AND WILL NOT BE COUNTED.
IF YOU DO NOT INDICATE ANY INSTRUCTION WITH RESPECT
TO PROPOSAL 1, THE BLUE PROXY CARD WILL BE VOTED AS FOLLOWS: “FOR”
MR. PHAM AND “WITHHOLD” ON ALL THE
COMPANY NOMINEES AS LISTED IN PROPOSAL 1.
WITH RESPECT TO PROPOSALS 2, 3 AND 4 (MANAGEMENT
PROPOSALS): YOUR SHARES WILL BE VOTED ON
THE BLUE CARD ONLY AS DIRECTED. IF
YOU DO NOT PROVIDE AN INSTRUCTION WITH RESPECT TO ANY OF THESE PROPOSALS, THE
NAMED PROXIES (NAMED IN THE BLUE PROXY CARD) WILL EXERCISE THEIR
DISCRETION TO CAUSE YOUR PROXY TO ABSTAIN ON SUCH OTHER PROPOSALS.
THE NAMED PROXIES
WILL ALSO EXERCISE THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE ANNUAL MEETING, SUBJECT TO APPLICABLE LAW.
WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF DUC PHAM
ON THE ENCLOSED BLUE UNIVERSAL PROXY CARD.
OTHER PROPOSALS TO BE VOTED AT THE MEETING
In addition to the election of directors, the Company is
soliciting proxies in connection with three (3) proposals (Proposals 2, 3 and
4). Please review the Company’s proxy
materials for a complete description of those proposals. It will be possible for you to vote on those proposals
using the BLUE proxy card being distributed by Mr. Pham. However, he makes no recommendation about how
you should vote on those matters, and if you do not provide instructions as to
those proposals, the proxies named below will cause your proxy to abstain.
VOTING PROCEDURES; BROKER NON-VOTES; DISCRETIONARY VOTING
According to the Company’s proxy statement, if you are a
registered shareholder (i.e., you hold your shares in your own name
through the Company’s transfer agent, Equiniti) as of the Record Date, then you
may submit your proxy to vote via the Internet, or by mail by following the
instructions provided on the BLUE universal proxy card.. You may still attend the in-person Annual
Meeting and vote even if you have already submitted your proxy to vote by
Internet.
According to the Company’s proxy statement, if you are a
beneficial owner of shares (i.e., your shares are held in the name of a
brokerage firm, bank or a trustee) as of the Record Date, then you may ensure
that your shares are represented and voted at the Annual Meeting by following
the instructions provided in the voting instruction form or other materials
provided to you by the brokerage firm, bank, trustee or other nominee that
holds your shares. If you do not provide voting instructions to your broker,
then your shares will not be voted at the Annual Meeting on any proposal with
respect to which the broker does not have discretionary authority. To the
extent that Mr. Pham, the Company and
the RiverStyx Parties provide proxy materials to a
broker who holds shares for a beneficial owner, none of the matters to be voted
on at the Annual Meeting will be considered a discretionary matter under the
rules of the various regional and national exchanges of which the intermediary
is a member (the “Broker Rules”); therefore, all of the matters to be voted on
at the Annual Meeting will be considered “non-routine” matters. In that case, a
broker that is subject to the Broker Rules will not have authority to vote
shares held by a beneficial owner without instructions from the beneficial
owner on Proposals 2, 3, and 4. According
to the Company, to the extent broker non-votes arise when both Mr. Pham, the
Company and the RiverStyx Parties provide proxy
materials to a broker who holds shares for a beneficial owner, such broker
non-votes will not be counted for
purposes of determining whether a quorum exists at the Annual Meeting.
Therefore, if you are a beneficial owner, we encourage you to instruct your
broker how to vote your shares using the voting instruction form provided by
your broker so that your vote can be counted.
However, according to the Company’s proxy statement, for
brokerage accounts that receive proxy materials only from the Company, the
broker will be entitled to vote shares held for a beneficial owner on routine
matters without instructions from the beneficial owner of those shares. In that
event, the broker is not entitled to vote the shares on non-routine items.
Accordingly, if you receive proxy materials only from the Company and you do
not submit any voting instructions to your broker, your shares will constitute
“broker non-votes” on each of the non-routine proposals (i.e., Proposals
2, 3 and 4). In the event your brokerage
account receives proxy materials only from the Company, “broker non-votes” will
be counted for purposes of determining whether a quorum exists at the Annual
Meeting. The voting instruction form provided by the broker holding your shares
may also include information about how to submit your voting instructions over
the Internet, if such options are available. The BLUE
universal proxy card accompanying this proxy statement will provide
information regarding Internet voting.
Abstentions or withheld votes will be counted for the
purpose of determining the presence or absence of a quorum. The Company, Mr.
Pham and the RiverStyx Parties are soliciting proxies
in connection with the proposals to be voted on at the Annual Meeting, and we
expect that brokers will receive proxy materials from both Mr. Pham, and the
Company and the RiverStyx Parties, making it a
contested solicitation. Accordingly, under applicable rules, if your broker
receives proxy materials from both us and the Company it will not have
discretionary authority to vote your shares at the Annual Meeting on any of the
proposals. Any broker non-votes will be treated in the manner described above.
If you are a shareholder
of record, you must deliver your vote by Internet, telephone or mail or attend
the Annual Meeting in person and vote in order to be
counted in the determination of a quorum.
Quorum and Vote Required
On
August 13, 2025, North Carolina Chief Business Court Judge Michael L.
Robinson entered an Order, directing the Company to hold its Annual Meeting on
Monday October 13, 2025 (the “Order”). Pursuant to the Order, for purposes
of this Annual Meeting only, the number of shares represented by shareholders
who appear at the Annual Meeting, in person or by proxy, will represent a
quorum.
Votes “for”
and “against,” abstentions, shares that are withheld as to voting with respect
to one or more of the director nominees will be considered to
be present for purposes of determining whether a quorum exists. If a
quorum is present at the beginning of the Annual Meeting, the shareholders may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
VOTES REQUIRED FOR APPROVAL
Election of Directors – According to the
Company’s proxy statement, the Company has a plurality voting standard for
contested director elections. Under the plurality voting standard, you may vote
“FOR” or “WITHHOLD” authority to vote for up to five (5) nominees, and the five
(5) nominees who receive the largest number of votes cast “FOR” their election
will be elected, regardless of whether they were nominated by Mr. Pham, the
Company or Mr. Franklin of the RiverStyx
Parties. Shareholders may not cumulate
votes for the election of directors. Assuming a quorum is present, “ABSTAIN” and “WITHHOLD” votes
and broker non-votes, if any, will not be considered votes cast and will have
no effect on this proposal. For matters
other than Proposal 1, the Company’s proxy indicates that approval of a proposal
requires the affirmative vote of a majority of the
shares of common stock entitled to vote and present in person or represented by
proxy at the annual meeting. As to these additional management proposals other
than election of directors, abstentions and broker non-votes will not be
considered votes cast and will have no effect on the outcome of these
votes.
Company proposals: Proposal 2 – According to the
Company’s proxy statement, and as more fully explained there, Proposal 2 relates
to ratification of the
appointment of BDO USA, P.C. as the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2026.
Company proposals: Proposal 3 –
According to the Company’s proxy statement, and as more fully explained there, Proposal
3 seeks approval, on a
non-binding, advisory basis, of executive compensation.
Company proposals: Proposal 4 –
According to the Company’s proxy statement, and as more fully explained there, Proposal
4 seeks approval, on a non-binding advisory basis, of the frequency of future
non-binding, advisory votes to approve the compensation of the Company’s named
executive officers.
REVOCATION OF PROXIES
Shareholders of the Company may revoke their proxies at any
time prior to exercise by attending the Annual Meeting (although attendance at
the Annual Meeting will not in and of itself constitute revocation of a proxy)
or by delivering a written notice of revocation. The delivery of a subsequently
dated proxy that is properly completed will constitute a revocation of any
earlier proxy. The revocation may be delivered, as appropriate, to Mr. Pham in
care of Campaign Management LLC at the address set forth on the back cover of
this Proxy Statement or to the Company, Attn: Corporate Secretary at 170 Southport Drive, Morrisville, North
Carolina 27560 or any other address provided by the Company. Although a
revocation is effective if delivered to the Company, we request that either the
original or photostatic copies of all revocations be mailed to Mr. Pham in care
of Campaign Management, LLC at the address set forth on the back cover of this
Proxy Statement so that we will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders of
record on the Record Date of a majority of the shares entitled to be voted at
the Annual Meeting. Additionally, Campaign Management, LLC may use this
information to contact shareholders who have revoked their proxies in order to solicit later dated proxies for the election of Mr.
Pham.
IF YOU WISH TO VOTE FOR THE ELECTION OF DUC PHAM TO THE
BOARD OF DIRECTORS, PLEASE VOTE “FOR” HIM ON THE BLUE UNIVERSAL PROXY
CARD.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy
Statement is being made by the Due Pham.
Proxies may be solicited by mail, facsimile, telephone, Internet, in
person and by advertisements.
Mr. Pham has entered into an agreement with Campaign
Management, LLC for solicitation and advisory services in connection with this
solicitation, for which Campaign Management, LLC will receive a fee not to exceed
$50,000, together with reimbursement for its reasonable out-of-pocket expenses,
and will be indemnified against certain liabilities and expenses, including
certain liabilities under the federal securities laws. Mr. Pham will solicit
proxies from individuals, brokers, banks, bank nominees and other institutional
holders. Mr. Pham has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to the
beneficial owners of the shares of Common Stock they hold of record. Mr. Pham will reimburse these record holders
for their reasonable out-of-pocket expenses in so doing. Mr. Pham, as a
nominee, may make solicitation of proxies but, except as described herein, will
not receive compensation for acting as a director nominee. It is anticipated
that Campaign Management, LLC will employ approximately eight persons to
solicit shareholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by Mr.
Pham. Costs of this solicitation of proxies are currently estimated to be approximately
$80,000 (including, but not limited to, fees for attorneys, solicitors and
other advisors, and other costs incidental to the solicitation). Mr. Pham estimates
that through the date hereof its expenses in connection with this solicitation are
approximately $35,000. To the extent
legally permissible, if Mr. Pham is successful in its proxy solicitation, he
intends to seek reimbursement from the Company for the expenses he incurs in
connection with this solicitation. He does not intend to submit the question of
such reimbursement to a vote of shareholders of the Company.[2]
OTHER MATTERS AND ADDITIONAL INFORMATION
Mr. Pham is unaware of any other matters to be considered
at the Annual Meeting. However, should other matters, which Mr. Pham is not
aware of a reasonable time before this solicitation, be brought before the
Annual Meeting, the persons named as proxies on the enclosed BLUE universal
proxy card will vote on such matters in their discretion.
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy statements and annual
reports. This means that only one copy of this Proxy Statement may have been
sent to multiple shareholders in your household. We will promptly deliver a
separate copy of the document to you if you write to our proxy solicitor, Campaign
Management, LLC at the address set forth on the back cover of this Proxy
Statement, or call toll free at (844) 264-9255.
If you want to receive separate copies of our proxy materials in the
future, or if you are receiving multiple copies and would like to receive only
one copy for your household, you should contact your bank, broker or other
nominee record holder, or you may contact our proxy solicitor at the above
address and phone number.
The information concerning the Company and the proposals in
the Company’s proxy statement contained in this Proxy Statement has been taken
from, or is based upon, publicly available documents on file with the SEC and
other publicly available information. Although we have no knowledge that would
indicate that statements relating to the Company contained in this Proxy
Statement, in reliance upon publicly available information, are inaccurate or
incomplete, to date we have not had access to the books and records of the
Company, were not involved in the preparation of such information and
statements and are not in a position to verify such information and statements.
All information relating to any person other than the Participants is given
only to the knowledge of Mr. Pham.
This Proxy Statement is dated September __, 2025. You
should not assume that the information contained in this Proxy Statement is
accurate as of any date other than such date, and the mailing of this Proxy
Statement to shareholders shall not create any implication to the contrary.
FINANCIAL REPORTS
A copy of the annual report of the Company for the fiscal
year ended __________, 2025, including the Company’s annual report to the SEC
on Form 10-K was filed by management on ____ __, 2025 and is available at
www.sec.gov. Such report is not part of
this proxy statement.
CERTAIN ADDITIONAL INFORMATION
WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN
DISCLOSURE REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE
COMPANY’S PROXY STATEMENT AND THE RIVERSTYX PARTIES’ PROXY STATEMENT RELATING
TO THE ANNUAL MEETING, BASED ON OUR RELIANCE ON RULE 14A-5(C) UNDER THE
EXCHANGE ACT. AS TO THE COMPANY, THIS
DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT BIOGRAPHICAL
INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS, INFORMATION
CONCERNING EXECUTIVE COMPENSATION AND DIRECTOR COMPENSATION, INFORMATION
CONCERNING THE COMMITTEES OF THE BOARD AND OTHER INFORMATION CONCERNING THE
BOARD, INFORMATION CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS, INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM, INFORMATION CONCERNING SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT, DEADLINES FOR SHAREHOLDER PROPOSALS AND
DIRECTOR NOMINATIONS FOR THE NEXT ANNUAL MEETING, AND OTHER IMPORTANT
INFORMATION. AS TO THE RIVERSTYX PARTIES, THEIR DISCLOSURE IS EXPECTED TO
ICNLUDE, AMONG OTHER THINGS, BIOGRAPHICAL INFORMATION ON THE RIVERSTYX NOMINEES
AND OTHER IMPORTANT INFORMATION. SHAREHOLDERS ARE DIRECTED TO REFER TO THE
COMPANY’S PROXY STATEMENT AND THE RIVERSTYX PARTIES’ PROXY STATEMENT FOR THE
FOREGOING INFORMATION, INCLUDING INFORMATION REQUIRED BY ITEM 7 OF SCHEDULE 14A
WITH REGARD TO NOMINEES. SHAREHOLDERS
CAN ACCESS THE COMPANY’S PROXY STATEMENT, THE RIVERSTYX PARTIES’ PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT
COST, ON THE SEC’S WEBSITE AT WWW.SEC.GOV.
The information concerning the Company contained in this
Proxy Statement and the Appendices attached hereto has been taken from, or is
based upon, publicly available documents on file with the SEC and other
publicly available information. Although we have no knowledge that would
indicate that statements relating to the Company contained in this Proxy
Statement, in reliance upon publicly available information, are inaccurate or
incomplete, to date we have not had access to the books and records of the
Company, were not involved in the preparation of such information and
statements and are not in a position to verify such information and statements.
Your vote is important. No matter how many or how few
shares of Common Stock you own, please vote to elect Duc Pham by marking,
signing, dating and mailing the enclosed BLUE universal proxy card
promptly.
Duc Pham
September _, 2025
APPENDIX 1
HOLDINGS
OF COMMON STOCK OF DUC PHAM AS OF SEPTEMBER 9, 2025
Shares of common stock
held by Duc Pham, either of record or beneficially: 155,900 shares.
Shares of common stock
beneficially held by Don Pham, as to which Duc Pham has voting authority by
proxy: 144,000 shares.
TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST TWO YEARS
Transactions in pass 24 months by Duc Pham
|
Date
|
Buy/Sell
|
Shares
|
Average Price
|
Broker/Transfer
Agent
|
|
08/22/2025
|
DRS
Transferred
|
50
|
22.50
|
Equiniti –
Shareholder of Record
|
|
04/24/2025
|
Bought
|
51,000
|
0.45
|
E*TRADE –
Individual
|
|
04/24/2025
|
Bought
|
5,000
|
0.50
|
E*TRADE – Roth
IRA
|
|
04/24/2025
|
Bought
|
3,000
|
0.50
|
E*TRADE – IRA
|
|
04/23/2025
|
Bought
|
25,000
|
0.52
|
Fidelity –
Apple 401k
|
|
04/23/2025
|
Bought
|
10,000
|
0.54
|
E*TRADE – Roth
IRA
|
|
04/23/2025
|
Bought
|
9,800
|
0.54
|
E*TRADE – IRA
|
|
03/13/2025
|
Bought To
Cover
|
5,000
|
0.98
|
E*TRADE –
Individual
|
|
02/13/2025
|
Bought To
Cover
|
5,000
|
1.33
|
E*TRADE –
Individual
|
|
12/16/2024
|
Bought To
Cover
|
5,000
|
1.66
|
E*TRADE –
Individual
|
|
10/23/2024
|
Bought To
Cover
|
5,000
|
1.28
|
E*TRADE –
Individual
|
|
06/27/2024
|
Sold Short
|
5,000
|
1.78
|
E*TRADE –
Individual
|
|
06/13/2024
|
Sold Short
|
5,000
|
1.93
|
E*TRADE –
Individual
|
|
05/31/2024
|
Sold Short
|
5,000
|
2.12
|
E*TRADE –
Individual
|
|
05/20/2024
|
Sold Short
|
5,000
|
2.36
|
E*TRADE –
Individual
|
|
05/20/2024
|
Sold
|
5,000
|
2.42
|
E*TRADE – IRA
|
|
05/16/2024
|
Bought
|
2,500
|
0.30
|
E*TRADE –
Individual
|
|
05/16/2024
|
Bought
|
1,500
|
0.30
|
E*TRADE – Roth
IRA
|
|
05/16/2024
|
Bought
|
7,000
|
0.30
|
E*TRADE – IRA
|
|
12/28/2023
|
Sold
|
11,500
|
0.41
|
E*TRADE – Roth
IRA
|
|
12/28/2023
|
Sold
|
17,000
|
0.41
|
E*TRADE – IRA
|
|
12/27/2023
|
Sold
|
2,500
|
0.40
|
E*TRADE –
Individual
|
|
11/10/2023
|
Bought
|
15,000
|
0.29
|
E*TRADE –
Individual
|
|
11/10/2023
|
Bought
|
13,715
|
0.31
|
E*TRADE – Roth
IRA
|
|
11/10/2023
|
Bought
|
20,000
|
0.30
|
E*TRADE – IRA
|
|
11/09/2023
|
Bought
|
15,000
|
0.29
|
E*TRADE –
Individual
|
|
11/09/2023
|
Bought
|
1,285
|
0.31
|
E*TRADE – Roth
IRA
|
|
11/09/2023
|
Bought
|
6,916
|
0.30
|
E*TRADE – IRA
|
|
11/08/2023
|
Bought
|
333
|
0.33
|
E*TRADE – IRA
|
|
11/06/2023
|
Bought
|
15,000
|
0.34
|
E*TRADE –
Individual
|
|
11/03/2023
|
Bought
|
11,251
|
0.33
|
E*TRADE – IRA
|
|
10/16/2023
|
Bought
|
7,441
|
0.39
|
E*TRADE – Roth
IRA
|
|
10/16/2023
|
Bought
|
25,000
|
0.40
|
E*TRADE – IRA
|
|
10/13/2023
|
Bought
|
25,000
|
0.39
|
E*TRADE –
Individual
|
|
10/13/2023
|
Bought
|
17,559
|
0.39
|
E*TRADE – Roth
IRA
|
Transactions in pass 24 months by Don Pham
|
Date
|
Buy/Sell
|
Shares
|
Average Price
|
Broker/Transfer Agent
|
|
5/5/2025
|
Gift Transferred
|
144,000
|
N/A
|
E*Trade-Individual (Gifted from Infinitive
Love, Inc.)
|
IMPORTANT
Tell the Board what you think! Your vote is important. No
matter how many shares of Common Stock you own, please give Duc Pham your
proxy FOR the his election to the
Board of Directors by taking the following steps:
|
·
|
SIGNING the
enclosed BLUE universal proxy card;
|
|
·
|
DATING the
enclosed BLUE universal proxy card; and
|
|
·
|
MAILING the
enclosed BLUE universal proxy card TODAY in
the envelope provided (no postage is required if mailed in the United
States); or
|
|
·
|
VOTING BY INTERNET
using the unique “control number” and following the instructions that appear
on your BLUE universal proxy card.
|
You may vote your shares in person at the Annual Meeting;
however, even if you plan to attend the Annual Meeting in person, we recommend
that you submit your BLUE universal proxy card by mail
by the applicable deadline so that your vote will still be counted if you later
decide not to attend the Annual Meeting. If any of your shares of
Common Stock are held in the name of a brokerage firm, bank, bank nominee or
other institution, only it can vote such shares of Common Stock and only upon
receipt of your specific instructions. Depending upon your broker or
custodian, you may be able to vote either by toll-free telephone or by the
Internet. Please refer to the enclosed voting form for instructions on how to
vote electronically. You may also vote by signing, dating and returning the
enclosed BLUE universal voting form.
If you have any questions or require any additional
information concerning this Proxy Statement, please contact Campaign
Management, LLC as set forth below.
If you have any questions, require assistance in voting
your BLUE universal proxy card or need additional
copies of the Pham-Group’s proxy materials, please contact Campaign Management,
LLC at the phone numbers listed below.
Strategic Stockholder
Advisor and Proxy Solicitation Agent
15 West 38th Street, Suite #747, New York,
New York 10018
Campaign Management
North American Toll-Free Phone:
1-844-264-9255
Email: info@campaign-mgmt.com
Call Collect Outside North America: +1 (212) 632-8422
