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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Synergy CHC Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 27, 2025 |
SYNERGY CHC CORP. UNDERWRITING AGREEMENT 1,750,000 Shares of Common Stock Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT 1,750,000 Shares of Common Stock August 25, 2025 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 Attention: Jason Diamond, Head of Investment Banking Ladies and Gentlemen: Synergy CHC Corp., a company incorporated under the law of the State of Nevada (the “Company”), proposes, subject to the terms and condition |
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| August 27, 2025 |
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): August 25, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| August 27, 2025 |
Synergy CHC Corp. Announces Pricing of $4.375 Million Public Offering Exhibit 99.1 Synergy CHC Corp. Announces Pricing of $4.375 Million Public Offering WESTBROOK, Maine, Aug. 25, 2025 – Synergy CHC Corp. (Nasdaq: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced the pricing of an underwritten public offering of 1,750,000 shares of common stock at a public offering price of $2.50 per share for aggregate gross proceed |
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| August 27, 2025 |
Synergy CHC Corp. Announces the Closing of its $4.375 Million Public Offering Exhibit 99.2 Synergy CHC Corp. Announces the Closing of its $4.375 Million Public Offering WESTBROOK, Maine, Aug. 27, 2025 – Synergy CHC Corp. (Nasdaq: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced the closing of an underwritten public offering of 1,750,000 shares of common stock at a public offering price of $2.50 per share for aggregate gross |
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| August 27, 2025 |
Exhibit 4.1 THE REGISTERED HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS SECURITY, OR ANY UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED, AND THE HOLDER OF THIS SECURITY AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHOCATE THIS SECURITY , OR ANY OF THE UNDERLYING SECURITIES, FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DA |
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| August 26, 2025 |
1,750,000 Shares Common Stock Synergy CHC Corp. PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-289645 1,750,000 Shares Common Stock Synergy CHC Corp. We are offering up to 1,750,000 shares of our common stock, par value $0.00001 per share, at an offering price of $2.50 per share. We will use the net proceeds from the offering for working capital and general corporate purposes. Our stock is listed on the Nasdaq Capital Market u |
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| August 18, 2025 |
Exhibit 99.1 Synergy CHC Corp. (NASDAQ: SNYR) Announces Nationwide EG America Rollout for FOCUSfactor® Focus + Energy EG America, 6th Largest U.S. Convenience Chain, Bolstering 1,600+ High-Traffic Locations Nationwide WESTBROOK, Maine, Aug. 18, 2025 (GLOBE NEWSWIRE) - Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced a ma |
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| August 18, 2025 |
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): August 18, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| August 15, 2025 |
List of subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada Synergy CHC Mexico Jalisco, Mexico |
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| August 15, 2025 |
As filed with the Securities and Exchange Commission on August 15, 2025 As filed with the Securities and Exchange Commission on August 15, 2025 Registration No. |
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| August 15, 2025 |
Form of Underwriting Agreement. Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock August [●], 2025 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 Attention: Jason Diamond, Head of Investment Banking Ladies and Gentlemen: Synergy CHC Corp., a company incorporated under the law of the State of Nevada (the “Company”), proposes, subject to the terms and conditions set |
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| August 15, 2025 |
Exhibit 4.1 THE REGISTERED HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS SECURITY, OR ANY UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED, AND THE HOLDER OF THIS SECURITY AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHOCATE THIS SECURITY , OR ANY OF THE UNDERLYING SECURITIES, FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DA |
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| August 15, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Synergy CHC Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par v |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNERGY C |
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| August 14, 2025 |
Exhibit 99.1 Synergy CHC Corp Reports Second Quarter 2025 Financial Results and its Tenth Consecutive Quarter of Profitability WESTBROOK, Maine, August 14, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a consumer health and wellness company, is announcing its financial results for the three months ended June 30, 2025. “We are pleased to report another strong quarter, markin |
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| August 14, 2025 |
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): August 14, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| June 30, 2025 |
Exhibit 99.1 Synergy CHC Corp. (NASDAQ: SNYR) Secures Landmark Retail and Distribution Wins Across North America for FOCUSfactor Supplements and Functional Beverages Core-Mark National Authorization, Walmart Canada Breakthrough, and Key Regional Wins Highlight Rapid Growth in Functional Beverage and Supplement Categories WESTBROOK, Maine – June 30, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy |
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| June 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 30, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer |
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| June 18, 2025 |
Amendment to Synergy CHC Corp. 2024 Equity Incentive Plan Exhibit 10.1 AMENDMENT NO. 2 TO SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN WHEREAS, Synergy CHC Corp. (the “Company”) previously established the 2024 Equity Incentive Plan of the Company (the “Plan”); and WHEREAS, Section 13(a) of the Plan permits the Board of Directors of the Company to amend the Plan as set forth herein, subject to the approval of the Company’s stockholders as required by appl |
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| June 18, 2025 |
Certificate of Amendment to Articles of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF SYNERGY CHC CORP. Adopted in accordance with the provisions of Section 78.2055 of the Nevada Revised Statutes Synergy CHC Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, by its duly authorized officer, does hereby certify: FIRST: That the Board of Directors of the Corporation |
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| June 18, 2025 |
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): June 18, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer |
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| June 12, 2025 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SYNERGY CHC CORP. Warrant Shares: 428,570 Initial Issuance Date: June 11, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Knight Therapeutics International S.A., a company registered under the laws of Uruguay, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limit |
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| June 12, 2025 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits 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): June 11, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer |
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| June 4, 2025 |
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, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer o |
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| June 4, 2025 |
Synergy CHC Announces New $20 Million Long-Term Credit Facility Exhibit 99.1 Synergy CHC Announces New $20 Million Long-Term Credit Facility WESTBROOK, Maine, June 4, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, announced today that it has entered into a $20 million term loan credit agreement, due May 2029 with ACP Agency, LLC. The proceeds will be used to pay down debt and pro |
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| June 4, 2025 |
Exhibit 10.1 EXECUTION VERSION TERM LOAN CREDIT AGREEMENT Dated as of May 30, 2025 by and among SYNERGY CHC CORP., as Borrower, EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, ACP AGENCY, LLC, as Administrative Agent, and ACP AGENCY, LLC, as Collateral Agent Table of Contents Page Article I |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNERGY |
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| May 15, 2025 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 15, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 001-42374 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer o |
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| May 15, 2025 |
Exhibit 99.1 Synergy CHC Corp Reports Growth in Earnings Per Share for its First Quarter 2025 Financial Results and its Ninth Consecutive Quarter of Profitability WESTBROOK, Maine, May 15, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, is announcing its financial results for the three months ended March 31, 2025. “We |
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| May 5, 2025 |
As confidentially submitted with the U.S. Securities and Exchange Commission on May 2, 2025. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEME |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42374 SYNERGY CHC COR |
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| March 31, 2025 |
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): March 27, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer |
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| March 31, 2025 |
Exhibit 19.1 SYNERGY CHC CORP. INSIDER TRADING COMPLIANCE POLICY (Effective as of October 22, 2024) Synergy CHC Corp. (the “Company”) has a culture which requires, and has developed a well-earned reputation for, integrity, ethical conduct and fair dealing. It is the purpose of this policy to set forth basic guidelines for trading in the Company’s securities (including, without limitation, its comm |
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| March 31, 2025 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the capital stock of Synergy CHC Corp. (the “Company”), does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation, as amended (the “Articles”), and our amended and restated bylaws (the “Bylaws”) |
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| March 31, 2025 |
Exhibit 99.1 Synergy CHC Reports its Eighth Consecutive Quarter of Profitability and its Fourth Quarter and Full Year 2024 Financial Results Appoints Jaime Fickett as Permanent Chief Financial Officer WESTBROOK, Maine, March 31, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, is announcing its financial results for th |
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| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNE |
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| December 6, 2024 |
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): December 4, 2024 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| December 6, 2024 |
Exhibit 99.1 Synergy CHC Reports its Seventh Consecutive Quarter of Profitability and its Third Quarter 2024 Financial Results WESTBROOK, Maine, December 6, 2024 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, announced today its financial results for the three months ended September 30, 2024. “We are excited to announce o |
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| December 6, 2024 |
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): December 6, 2024 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| October 31, 2024 |
EX-1 2 ea021950401ex99-1synergy.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing |
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| October 31, 2024 |
SNYR / Synergy CHC Corp. / Ross Jack - SCHEDULE 13D Activist Investment SC 13D 1 ea0219504-13drosssynergy.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Synergy CHC Corp. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 87165D208 (CUSIP Number) Jack Ross 156 Heddas Way Fall River, Nova Scotia B2T 0J4 (902) 237-1220 (Name, A |
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| October 31, 2024 |
EX-2 3 ea021950401ex99-2synergy.htm FORM OF LOCK-UP AGREEMENT Exhibit 2 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Synergy CHC Corp., a N |
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| October 25, 2024 |
SNYR / Synergy CHC Corp. / SANDERS MORRIS HARRIS LLC - SANDERS MORRIS HARRIS LLC Passive Investment SC 13G 1 snyr102524.htm SANDERS MORRIS HARRIS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SYNERGY CHC CORP COM NEW (Name of Issuer) COMMON STOCK (Title of Class of Securities) 87165D208 (CUSIP Number) October 25, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| October 23, 2024 |
1,150,000 Shares Common Stock Synergy CHC Corp. PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-280556 Registration No. 333-282780 1,150,000 Shares Common Stock Synergy CHC Corp. Synergy CHC Corp. is offering 1,150,000 shares of our common stock, par value $0.00001 per share, at an offering price of $9.00 per share. Prior to September 28, 2021, shares of our common stock were quoted on the OTC Markets Group, Inc. Pink tier unde |
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| October 22, 2024 |
As filed with the Securities and Exchange Commission on October 22, 2024 As filed with the Securities and Exchange Commission on October 22, 2024 Registration No. |
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| October 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00001 per share(1)(2) 457(a) 172,500 $ 9 |
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| October 21, 2024 |
Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 21, 2024 Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies a |
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| October 21, 2024 |
Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 October 21, 2024 VIA EDGAR Ms. |
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| October 21, 2024 |
UNITED STATES Securities and Exchange commission Washington, D.C. 20549 FORM 8-A For registration of certain classes of securities Pursuant to section 12(b) or (g) of the Securities exchange act of 1934 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 99-0379440 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 865 |
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| October 21, 2024 |
Synergy CHC Corp. October 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies and Gentlemen, The Company hereby request |
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| October 18, 2024 |
Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 October 18, 2024 VIA EDGAR Ms. |
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| October 18, 2024 |
Synergy CHC Corp. October 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies and Gentlemen, The Company hereby request |
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| October 15, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com October 15, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Van |
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| October 15, 2024 |
As filed with the Securities and Exchange Commission on October 15, 2024 As filed with the Securities and Exchange Commission on October 15, 2024 Registration No. |
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| October 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00001 per share(1)(2) 457(a) 1,150,000 $ |
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| October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. |
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| October 1, 2024 |
Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 1, 2024 Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 1, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies an |
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| September 30, 2024 |
Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 September 30, 2024 VIA EDGAR Ms. |
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| September 30, 2024 |
Synergy CHC Corp. September 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies and Gentlemen, The Company hereby reque |
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| September 16, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF SYNERGY CHC CORP. Adopted in accordance with the provisions of Section 78.2055 of the Nevada Revised Statutes Synergy CHC Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, by its duly authorized officer, does hereby certify: FIRST: That the Board of Directors of the Corporation |
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| September 16, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com September 16, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner V |
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| September 16, 2024 | ||
| September 9, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00001 per share(1)(2) 457(a) 2,300,000 $ |
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| September 9, 2024 |
As filed with the Securities and Exchange Commission on September 9, 2024 As filed with the Securities and Exchange Commission on September 9, 2024 Registration No. |
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| August 28, 2024 |
Exhibit 10.39 AMENDED AND RESTATED PROMISSORY NOTE August 28, 2024 This AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is made by Boombod Ltd, a UK corporation, having its principal place of business at Haslers Old, Old Station Road, Loughton, Essex, IG10 4PL, as maker (“Borrower”), to the order of Synergy CHC Corp, a Nevada Corporation, located at 865 Spring Street, Westbrook, Maine, 04092, a |
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| August 28, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com August 28, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Vane |
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| August 28, 2024 |
Exhibit 4.1 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. SYNERGY CHC CORP. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: [●] (“Issuance Date”) Syne |
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| August 28, 2024 |
As filed with the Securities and Exchange Commission on August 28, 2024 As filed with the Securities and Exchange Commission on August 28, 2024 Registration No. |
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| August 28, 2024 |
Form of Underwriting Agreement. Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock [●], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto c/o Roth Capital Partners, LLC888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and cond |
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| August 14, 2024 |
As filed with the Securities and Exchange Commission on August 13, 2024 As filed with the Securities and Exchange Commission on August 13, 2024 Registration No. |
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| August 14, 2024 |
Promissory Note, dated August 9, 2024, by Boombod Ltd in favor of Synergy CHC Corp. Exhibit 10.39 Boombod Ltd Haslers Old, Old Station Road, Loughton, Essex, IG10 4PL (902) 237-1220 promissory note August 9th, 2024 This promissory note summarizes the principal terms of the Promissory Note between Boombod Ltd, a UK corporation (the “Individual”), located at Haslers Old, Old Station Road, Loughton, Essex, IG10 4PL, and Synergy CHC Corp, a US Corporation, located at 865 Spring Stree |
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| August 13, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com August 13, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Vane |
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| July 29, 2024 |
Exhibit 4.1 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. SYNERGY CHC CORP. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: [●] (“Issuance Date”) Syne |
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| July 29, 2024 |
NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com July 29, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Vaness |
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| July 29, 2024 |
As filed with the Securities and Exchange Commission on July 29, 2024 As filed with the Securities and Exchange Commission on July 29, 2024 Registration No. |
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| July 29, 2024 |
Synergy CHC Corp. 2024 Equity Incentive Plan, and amendment thereto. Exhibit 10.5 SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Synergy CHC Corp. 2024 Equity Incentive Plan (the “Plan”) is to provide a means through which Synergy CHC Corp. (“the Company”) and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, e |
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| July 29, 2024 |
Form of Underwriting Agreement. Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock [●], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto c/o Roth Capital Partners, LLC888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and cond |
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| June 28, 2024 |
Exhibit 10.11 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “Amendment”). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Synergy”) WHEREAS Synergy (then known as |
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| June 28, 2024 |
Exhibit 10.23 SIXTH AMENDMENT AGREEMENT entered into as June 6, 2024 (this “Sixth Amendment”), BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.); (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Borrower” |
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| June 28, 2024 |
Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 16, 2015, is by and among Synergy Strips Corp. (the “Buyer”); Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principal Owner”); and, for purposes of Article XIV hereof, Jack Ross (“Guaran |
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| June 28, 2024 |
Exhibit 10.25 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight are parties to that certain distribution, |
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| June 28, 2024 |
BYLAWS ORO CAPITAL CORPORATION Exhibit 3.2 BYLAWS OF ORO CAPITAL CORPORATION I. SHAREHOLDER’S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the |
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| June 28, 2024 |
Exhibit 10.20 THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the “Third Amendment”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Borrower”) WHEREAS the Borrower and the Lender are parties to |
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| June 28, 2024 |
Exhibit 10.24 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distri |
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| June 28, 2024 |
Exhibit 10.29 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SUPPLIER AGREEMENT Supplier Number: −40− Effective Date: // This Supplier Agreement (“Agreement”) between the party listed below (“Supplier”) and Wal−Mart St |
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| June 28, 2024 |
Exhibit 10.27 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and SNEAKY VAUNT CORP (“SVC”), a corporation fowled under the laws of Delaware. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight are parties to that certain distribution, license a |
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| June 28, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.00001 per share(3)(4) 457(o) — — $ |
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| June 28, 2024 |
Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2022, between Synergy CHC Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers” or a “Subscriber” or “Subscribers”). WHEREAS, subject |
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| June 28, 2024 |
Exhibit 99.1 SYNERGY CHC CORP. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If Synergy CHC Corp. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to recover all Recoverable Compen |
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| June 28, 2024 |
Consent of Nitin Kaushal to be listed as a director nominee. Exhibit 99.2 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Synergy CHC Corp. (the “Company”), the undersigned hereby consents to being named and described as a director nominee in the Regist |
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| June 28, 2024 |
Exhibit 10.37 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Agreement”), is made and entered into effective as of this 31st day of March, 2024, by and among SANDERS MORRIS HARRIS, LLC, in its capacity as representative of the Noteholders (defined below) and Mr. Don A. Sanders (the “REPRESENTATIVE”) and SYNERGY CHC CORP., a Nevada corporation (the “COMPANY”), (each a “Party” and collect |
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| June 28, 2024 |
Code of Business Ethics and Conduct. Exhibit 14.1 Synergy CHC Corp. CODE OF BUSINESS ETHICS AND CONDUCT (Effective as of , 2024) Introduction Consistent ethical business conduct by all Directors, employees, agents, consultants, contractors and business partners is critical to the preservation and enhancement of the business reputation of Synergy CHC Corp., and its wholly-owned subsidiaries, hereafter referred to as the “Company”, con |
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| June 28, 2024 |
Exhibit 10.3 DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (“Synergy”) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (“Knight ) RECITALS WHEREAS Synergy owns or licenses all right, title and interest in and to cert |
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| June 28, 2024 |
Exhibit 10.14 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distribution, license and |
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| June 28, 2024 |
Exhibit 10.18 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the “First Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (here |
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| June 28, 2024 |
Exhibit 10.16 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (“Buyer”); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company “Seller”); and (C) CDG Holdings, LLC, a Delaware limited liability company (the “Member”). WITNESSETH: WHEREAS, the |
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| June 28, 2024 |
Synergy Strips Corp. 2014 Stock Incentive Plan. Exhibit 10.4 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the “Company”), to acquire and hold stock in the Company as an added incentive to remain with the Comp |
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| June 28, 2024 |
Exhibit 10.6 CONTRIBUTION AGREEMENT This Contribution Agreement (the “Agreement”) is made effective as of the 18th day of August, 2015 (the “Effective Date”) among Hand MD, LLC, a California limited liability company (“Seller”); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a “Principal Owner”); Synergy CHC Corp., a Nevada corporation (“Synergy”); and Hand MD Corp., a Delaware corporati |
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| June 28, 2024 |
Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (“Consultant”) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (“the Company”). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant The Consultant will p |
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| June 28, 2024 |
Exhibit 10.7 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, effective August 18, 2015 (the “Effective Date”), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (“Synergy”) and HAND MD CORP., a corporation incorporated under the laws of Delaware (“Hand”). RECITALS WHEREAS, Hand owns or licenses all right, title and interest in and |
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| June 28, 2024 |
Form of Senior Subordinated Debenture due September 8, 2022. Exhibit 10.35 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
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| June 28, 2024 |
Exhibit 10.36 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Agreement”), is made and entered into effective as of this 14th day of June, 2023, by and among SANDERS MORRIS HARRIS, LLC, in its capacity as representative of the Noteholders (defined below) and Mr. Don A. Sanders (the “REPRESENTATIVE”), Don A. Sanders and SYNERGY CLIC CORP., a Nevada corporation (the “COMPANY”), (each a “Pa |
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| June 28, 2024 |
Consent of Scott Woodburn to be listed as a director nominee. Exhibit 99.3 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Synergy CHC Corp. (the “Company”), the undersigned hereby consents to being named and described as a director nominee in the Regist |
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| June 28, 2024 |
Promissory Note, dated February 10, 2022, by Synergy CHC Corp. in favor of Don Sanders. Exhibit 10.33 865 Spring Street, Westbrook, ME 04092 (207) 321-2350 / Synergychc.com PROMISSORY NOTE FINANCING OF SYNERGY CHC CORP. FEBRUARY 10TH 2022 This promissory note summarizes the principal terms of the Promissory Note Financing of Synergy CHC Corp., a Nevada corporation (the “Company”), located at 865 Spring Street, Westbrook, Maine 04092 and Don Sanders, an individual. This promissory not |
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| June 28, 2024 |
Form of Indemnification Agreement. Exhibit 10.38 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made and entered into as of , 2024 between Synergy CHC Corp., a Nevada corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate pro |
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| June 28, 2024 |
Exhibit 10.9 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the “Seller”), Timothy Polmear and Rebecca Polmear (collectively, the “Principal Owners”), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited compan |
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| June 28, 2024 |
Exhibit 10.10 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the “First Amendment”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Synergy”) WHEREAS Synergy (then known a |
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| June 28, 2024 |
Exhibit 10.17 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender – and – SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender |
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| June 28, 2024 |
As filed with the Securities and Exchange Commission on June 28, 2024 As filed with the Securities and Exchange Commission on June 28, 2024 Registration No. |
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| June 28, 2024 |
Master Vendor Agreement, dated July 26, 2022, between iHerb, LLC and Synergy CHC Corp. Exhibit 10.30 Master Vendor Agreement This Master Vendor Agreement (“Agreement”) is hereby entered into this July 26, 2022, (the “Effective Date”) by and between iHerb, LLC, whose principal place of business is located at 17400 Laguna Canyon Road, Suite 400, Irvine, CA 92618 (“iHerb”), and Synergy CHC Corp. whose principal place of business is located at 865 Spring Street, Westbrook, Maine 04092 ( |
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| June 28, 2024 |
Exhibit 10.28 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Date: October 9, 2009 Vendor A/P No. Dept. No COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Factor Nutrition Labs LLC (“Vendor”) and Costco Wh |
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| June 28, 2024 |
Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the “Corporation”) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the “Bylaws”); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m |
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| June 28, 2024 |
Exhibit 10.13 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (“Agreement”) by and between Synergy CHC Corp., a Nevada corporation (“Releasor”), the former shareholders (the “Shareholders”) of Breakthrough Products, Inc., a Delaware corporation (the “Company”), URX ACQUISITION TRUST, a Delaware statutory trust (the “Trust”), on its own behalf and as the representative of the |
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| June 28, 2024 |
Merchant Loan Agreement, dated January 29, 2024, between WebBank and Synergy CHC Corp. Exhibit 10.31 Merchant Loan Agreement Total Payment Amount: Loan Amount: Cost of Funds: Repayment rate: $141,250.00 USD $125,000.00 USD $16,250.00 USD 17% of daily sales This Merchant Loan Agreement (“Agreement”), dated as of the Effective Date (as defined below) is between WebBank, a Utah-chartered industrial bank (“Lender,” “We”, “Us” or “Our”), and Synergy CHC Corp (“Borrower,” “You”, or “Your” |
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| June 28, 2024 |
Exhibit 10.8 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the “Company”), URX ACQUISITION TRUST, a Delaware statutory trust, (the “Trust”), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (“Eisenberg”), the other shareholders of the Company lis |
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| June 28, 2024 |
Articles of Incorporation, as amended. Exhibit 3.1 |
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| June 28, 2024 |
Exhibit 10.12 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of the State of Nevada, and BREAK |
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| June 28, 2024 |
Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the “Purchaser”) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (“Knight”) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (“Origin”); (B) WHEREAS on April 7, 2015 b |
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| June 28, 2024 |
Exhibit 10.21 FOURTH AMENDMENT AGREEMENT entered into as of the July 7, 2022 (the “Fourth Amendment”), BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.); (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “B |
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| June 28, 2024 |
Exhibit 10.22 FIFTH AMENDMENT AGREEMENT entered into as of September 30, 2023 (this “Fifth Amendment”), BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.); (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “ |
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| June 28, 2024 |
Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 11 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G |
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| June 28, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1.6. Directors and Office |
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| June 28, 2024 |
Form of Amended and Restated Bylaws, to be in effect upon consummation of this offering. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF SYNERGY CHC CORP. ARTICLE I. OFFICES Section 1.1. REGISTERED OFFICE - The registered office of the Corporation shall be in the City of North Las Vegas, State of Nevada. Section 1.2. OTHER OFFICES - The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determin |
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| June 28, 2024 |
Exhibit 10.19 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the “Second Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the |
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| June 28, 2024 |
Merchant Loan Agreement, dated May 1, 2024, between WebBank and Synergy CHC Corp. Exhibit 10.32 Merchant Loan Agreement Total Payment Amount: Loan Amount: Cost of Funds: $418,100.00 $370,000.00 USD $48,100.00 USD Repayment rate: Term: USD 25% of daily sales 18 Months This Merchant Loan Agreement (“Agreement”), dated as of the Effective Date (as defined below) is between WebBank, a Utah-chartered industrial bank (“Lender,” “We”, “Us” or “Our”), and Synergy CHC Corp (“Borrower,” |
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| June 28, 2024 |
Exhibit 10.26 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SNEAKY VAUNT CORP. (“SVC”), a corporation formed under the laws of Delaware. WHEREAS Synergy CHC Corp (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distribution, l |
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| June 28, 2024 |
Exhibit 10.15 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distribution, license |
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| June 28, 2024 |
Exhibit 10.5 SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Synergy CHC Corp. 2024 Equity Incentive Plan (the “Plan”) is to provide a means through which Synergy CHC Corp. (“the Company”) and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, e |
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| June 28, 2024 |
List of subsidiaries of the Registrant. Exhibit 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada |
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| October 18, 2022 |
SYNERGY CHC CORP. 865 Spring Street Westbrook, ME 04092 October 14, 2022 SYNERGY CHC CORP. 865 Spring Street Westbrook, ME 04092 October 14, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Synergy CHC Corp. Request to Withdraw Registration Statement on Form S-1 File No. 333-260443 Filed: October 22, 2021 (latest amendment on January 5, 2022) Ladies and Gentlemen: Pursuant to Rule 477 under |
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| January 5, 2022 |
As filed with the Securities and Exchange Commission on January 4, 2022 S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on January 4, 2022 Registration No. 333-260443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Synergy CHC Corp. (Exact name of registrant as specified in its charter) Nevada 2833 99-0379440 (State or other jurisdictio |
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| January 5, 2022 |
Form of Underwriting Agreement. Exhibit 1.1 Synergy CHC Corp. [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2022 B. Riley Securities, Inc. as Representative of the several Underwriters c/o B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the ?Company?), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively |
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| December 15, 2021 |
As filed with the Securities and Exchange Commission on December 14, 2021 As filed with the Securities and Exchange Commission on December 14, 2021 Registration No. |
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| November 4, 2021 |
As filed with the Securities and Exchange Commission on November 3, 2021 S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on November 3, 2021 Registration No. 333-260443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Synergy CHC Corp. (Exact name of registrant as specified in its charter) Nevada 2833 99-0379440 (State or other jurisdicti |
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| October 22, 2021 |
Exhibit 10.27 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SUPPLIER AGREEMENT Supplier Number: ?40? Effective Date: // This Supplier Agreement (?Agreement?) between the party listed below (?Supplier?) and Wal?Mart St |
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| October 22, 2021 |
Exhibit 10.12 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the ?Amendment?). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known as |
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| October 22, 2021 |
EX-10.22 31 ex10-22.htm Exhibit 10.22 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are partie |
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| October 22, 2021 |
Exhibit 10.9 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the ?Agreement?) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust, (the ?Trust?), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (?Eisenberg?), the other shareholders of the Company lis |
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| October 22, 2021 |
Exhibit 10.25 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, and SNEAKY VAUNT CORP (?SVC?), a corporation fowled under the laws of Delaware. WHEREAS Synergy CHC Corp. (?Synergy?) and Knight are parties to that certain distribution, license a |
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| October 22, 2021 |
Exhibit 10.20 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the ?Second Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the |
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| October 22, 2021 |
EX-10.1 10 ex10-1.htm Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (“Consultant”) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (“the Company”). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant |
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| October 22, 2021 |
List of subsidiaries of the Registrant. EXHIBIT 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada |
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| October 22, 2021 |
Articles of Incorporation, as amended. Exhibit 3.1 |
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| October 22, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1.6. Directors and Office |
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| October 22, 2021 |
Contribution Agreement, dated August 18, 2015, between Synergy CHC Corp. and Hand MD Corp. Exhibit 10.5 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati |
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| October 22, 2021 |
Exhibit 10.18 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender ? and ? SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender |
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| October 22, 2021 |
Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 12 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G |
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| October 22, 2021 |
EX-10.23 32 ex10-23.htm Exhibit 10.23 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight are parties to tha |
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| October 22, 2021 |
Exhibit 10.21 THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the ?Third Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Borrower?) WHEREAS the Borrower and the Lender are parties to |
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| October 22, 2021 |
Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) dated as of January 22, 2015, is by and among Synergy Strips Corp. (the ?Buyer?); Factor Nutrition Labs, LLC, a Delaware limited liability company (the ?Seller?); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a ?Principal Owner?); and, for purposes of Article XIV hereof. Jack Ross (?Guaran |
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| October 22, 2021 |
Code of Business Ethics and Conduct. Exhibit 14.1 Synergy CHC Corp. CODE OF BUSINESS ETHICS AND CONDUCT (Effective as of , 2021) Introduction Consistent ethical business conduct by all Directors, employees, agents, consultants, contractors and business partners is critical to the preservation and enhancement of the business reputation of Synergy CHC Corp., and its wholly-owned subsidiaries, hereafter referred to as the ?Company?, con |
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| October 22, 2021 |
Form of Underwriting Agreement. EX-1.1 2 ex1-1.htm Exhibit 1.1 Synergy CHC Corp. [●] Shares of Common Stock UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. as Representative of the several Underwriters c/o B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I h |
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| October 22, 2021 |
EX-10.7 16 ex10-7.htm Exhibit 10.7 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, effective August 18, 2015 (the “Effective Date”), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (“Synergy”) and HAND MD CORP., a corporation incorporated under the laws of Delaware (“Hand”). RECITALS WHEREAS, Hand owns or licenses all right, titl |
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| October 22, 2021 |
Exhibit 10.13 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (?Nomad?), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of the State of Nevada, and BREAK |
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| October 22, 2021 |
EX-10.24 33 ex10-24.htm Exhibit 10.24 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SNEAKY VAUNT CORP. (“SVC”), a corporation formed under the laws of Delaware. WHEREAS Synergy CHC Corp (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that |
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| October 22, 2021 |
Synergy Strips Corp. 2014 Stock Incentive Plan. EX-10.4 13 ex10-4.htm Exhibit 10.4 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the “Company”), to acquire and hold stock in the Company as an added incentive t |
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| October 22, 2021 |
Consulting Agreement, dated August 18, 2015, by and between Synergy CHC Corp. And Kara Harshbarger. Exhibit 10.8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?) is made and entered into as of August 18, 2015 (the ?Effective Date?), by and between Synergy CHC Corp., a Nevada corporation (the ?Company?), and Kara Harshbarger (the ?Consultant?). WITNESSETH WHEREAS, the Company desires to engage Consultant to provide certain services on an independent contractor basis as outlined b |
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| October 22, 2021 |
Exhibit 10.11 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the ?First Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known a |
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| October 22, 2021 |
Exhibit 10.15 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license and |
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| October 22, 2021 |
Exhibit 10.10 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the ?Agreement?) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the ?Seller?), Timothy Polmear and Rebecca Polmear (collectively, the ?Principal Owners?), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited compa |
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| October 22, 2021 |
EX-10.19 28 ex10-19.htm Exhibit 10.19 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the “First Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of th |
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| October 22, 2021 |
Exhibit 10.29 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?) is made and entered into as of , 2021 between Synergy CHC Corp., a Nevada corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate pro |
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| October 22, 2021 |
Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the ?Purchaser?) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (?Knight?) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (?Origin?); (B) WHEREAS on April 7, 2015 b |
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| October 22, 2021 |
Exhibit 3.2 BYLAWS OF ORO CAPITAL CORPORATION I. SHAREHOLDER?S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the |
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| October 22, 2021 |
Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the ?Corporation?) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the ?Bylaws?); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m |
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| October 22, 2021 |
Exhibit 10.3 DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (?Synergy?) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (?Knight ) RECITALS WHEREAS Synergy owns or licenses all right, title and interest in and to cert |
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| October 22, 2021 |
Exhibit 10.16 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license |
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| October 22, 2021 |
Exhibit 10.14 Settlement and Release AGREEMENT This Settlement and Release Agreement (?Agreement?) by and between Synergy CHC Corp., a Nevada corporation (?Releasor?), the former shareholders (the ?Shareholders?) of Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust (the ?Trust?), on its own behalf and as the representative of the |
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| October 22, 2021 |
Exhibit 10.17 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (?Buyer?); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company ?Seller?); and (C) CDG Holdings, LLC, a Delaware limited liability company (the ?Member?). WITNESSETH: WHEREAS, the |
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| October 22, 2021 |
EX-10.26 35 ex10-26.htm Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Date: October 9, 2009 Vendor A/P No. Dept. No COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Factor Nutrition Labs LLC |
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| October 22, 2021 |
Exhibit 10.28 Shopify Capital Agreement Total owed: Loan amount: Repayment rate: $ 565,000.00 USD $ 500,000.00 USD 14% of daily sales Every 60 days you?ll be expected to repay at least $94,167.00 USD. These are your 60-day milestones: July 16, 2021 September 14, 2021 November 13, 2021 January 12, 2022 March 13, 2022 May 12, 2022 This Loan Agreement (?Agreement?), dated as of the Funding Date (as d |
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| October 22, 2021 |
Exhibit 10.6 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati |
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| October 22, 2021 |
Form of Amended and Restated Bylaws, to be in effect upon consummation of this offering. EX-3.4 9 ex3-4.htm Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF SYNERGY CHC CORP. f/k/a SYNERGY STRIPS CORP. I. SHAREHOLDER’S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within |
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| October 22, 2021 |
Exhibit 99.1 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Synergy CHC Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in the Regist |
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| October 22, 2021 |
Power of Attorney (included on signature page). As filed with the Securities and Exchange Commission on October 22, 2021 Registration No. |
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| September 20, 2021 |
AMENDMENT AND CONFIRMATION AGREEMENT Exhibit 10.13 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (?Nomad?), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of the State of Nevada, and BREAK |
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| September 20, 2021 |
EXHIBIT 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada |
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| September 20, 2021 |
Synergy CHC Corp. [●] Shares of Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 Synergy CHC Corp. [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 B. Riley Securities, Inc. as Representative of the several Underwriters c/o B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the ?Company?), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively |
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| September 20, 2021 |
Exhibit 10.27 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SUPPLIER AGREEMENT Supplier Number: ?40? Effective Date: // This Supplier Agreement (?Agreement?) between the party listed below (?Supplier?) and Wal?Mart St |
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| September 20, 2021 |
Exhibit 10.19 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the ?First Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (here |
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| September 20, 2021 |
Exhibit 10.11 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the ?First Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known a |
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| September 20, 2021 |
Consent of Director Nominee Synergy CHC Corp. Exhibit 99.1 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Synergy CHC Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in the Regist |
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| September 20, 2021 |
COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Date: October 9, 2009 Vendor A/P No. Dept. No COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Factor Nutrition Labs LLC (?Vendor?) and Costco Wh |
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| September 20, 2021 |
Exhibit 10.18 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender ? and ? SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender |
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| September 20, 2021 |
Exhibit 10.10 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the ?Agreement?) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the ?Seller?), Timothy Polmear and Rebecca Polmear (collectively, the ?Principal Owners?), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited compa |
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| September 20, 2021 |
DISTRIBUTION AGREEMENT (Canada) EX-10.22 30 filename30.htm Exhibit 10.22 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are par |
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| September 20, 2021 |
Exhibit 10.8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?) is made and entered into as of August 18, 2015 (the ?Effective Date?), by and between Synergy CHC Corp., a Nevada corporation (the ?Company?), and Kara Harshbarger (the ?Consultant?). WITNESSETH WHEREAS, the Company desires to engage Consultant to provide certain services on an independent contractor basis as outlined b |
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| September 20, 2021 |
DISTRIBUTION AGREEMENT (Remaining Territories) Exhibit 10.25 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, and SNEAKY VAUNT CORP (?SVC?), a corporation fowled under the laws of Delaware. WHEREAS Synergy CHC Corp. (?Synergy?) and Knight are parties to that certain distribution, license a |
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| September 20, 2021 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1.6. Directors and Office |
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| September 20, 2021 |
Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the ?Purchaser?) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (?Knight?) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (?Origin?); (B) WHEREAS on April 7, 2015 b |
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| September 20, 2021 |
As confidentially submitted to the Securities and Exchange Commission on September 17, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| September 20, 2021 |
Exhibit 10.17 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (?Buyer?); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company ?Seller?); and (C) CDG Holdings, LLC, a Delaware limited liability company (the ?Member?). WITNESSETH: WHEREAS, the |
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| September 20, 2021 |
DISTRIBUTION AGREEMENT (Remaining Territories) Exhibit 10.23 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, and NOMAD CHOICE PTY LTD. (?Nomad?), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (?Synergy?) and Knight are parties to that certain distribution, |
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| September 20, 2021 |
DISTRIBUTION AGREEMENT (Canada) Exhibit 10.24 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SNEAKY VAUNT CORP. (?SVC?), a corporation formed under the laws of Delaware. WHEREAS Synergy CHC Corp (?Synergy?) and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, l |
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| September 20, 2021 |
Exhibit 10.5 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati |
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| September 20, 2021 |
INTELLECTUAL PROPERTY LICENSE AGREEMENT Exhibit 10.7 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, effective August 18, 2015 (the ?Effective Date?), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (?Synergy?) and HAND MD CORP., a corporation incorporated under the laws of Delaware (?Hand?). RECITALS WHEREAS, Hand owns or licenses all right, title and interest in and |
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| September 20, 2021 |
Exhibit 10.6 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati |
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| September 20, 2021 |
(hereinafter called the “Lender”) Exhibit 10.21 THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the ?Third Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Borrower?) WHEREAS the Borrower and the Lender are parties to |
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| September 20, 2021 |
Settlement and Release AGREEMENT Exhibit 10.14 Settlement and Release AGREEMENT This Settlement and Release Agreement (?Agreement?) by and between Synergy CHC Corp., a Nevada corporation (?Releasor?), the former shareholders (the ?Shareholders?) of Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust (the ?Trust?), on its own behalf and as the representative of the |
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| September 20, 2021 |
AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the ?Corporation?) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the ?Bylaws?); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m |
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| September 20, 2021 |
Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) dated as of January 22, 2015, is by and among Synergy Strips Corp. (the ?Buyer?); Factor Nutrition Labs, LLC, a Delaware limited liability company (the ?Seller?); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a ?Principal Owner?); and, for purposes of Article XIV hereof. Jack Ross (?Guaran |
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| September 20, 2021 |
DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT Exhibit 10.3 DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (?Synergy?) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (?Knight ) RECITALS WHEREAS Synergy owns or licenses all right, title and interest in and to cert |
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| September 20, 2021 |
Exhibit 3.1 |
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| September 20, 2021 |
Exhibit 10.9 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the ?Agreement?) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust, (the ?Trust?), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (?Eisenberg?), the other shareholders of the Company lis |
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| September 20, 2021 |
Synergy Strips Corp. 2014 Equity Incentive Plan Exhibit 10.4 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the ?Company?), to acquire and hold stock in the Company as an added incentive to remain with the Comp |
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| September 20, 2021 |
SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT Exhibit 10.20 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the ?Second Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the |
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| September 20, 2021 |
Exhibit 3.2 BYLAWS OF ORO CAPITAL CORPORATION I. SHAREHOLDER?S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the |
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| September 20, 2021 |
HAND MD DISTRIBUTION AGREEMENT Exhibit 10.15 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license and |
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| September 20, 2021 |
Exhibit 10.16 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license |
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| September 20, 2021 |
Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 12 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G |
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| September 20, 2021 |
Exhibit 10.12 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the ?Amendment?). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known as |
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| September 20, 2021 |
SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (?Consultant?) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (?the Company?). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant The Consultant will p |
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| September 20, 2021 |
Exhibit 10.28 Shopify Capital Agreement Total owed: Loan amount: Repayment rate: $ 565,000.00 USD $ 500,000.00 USD 14% of daily sales Every 60 days you?ll be expected to repay at least $94,167.00 USD. These are your 60-day milestones: July 16, 2021 September 14, 2021 November 13, 2021 January 12, 2022 March 13, 2022 May 12, 2022 This Loan Agreement (?Agreement?), dated as of the Funding Date (as d |
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| August 9, 2021 |
As confidentially submitted to the Securities and Exchange Commission on August 9, 2021 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. |
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| August 9, 2021 |
EX-2.3 4 filename4.htm Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the “Purchaser”) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (“Knight”) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (“Origin”); (B) WHE |
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| August 9, 2021 |
EX-2.2 3 filename3.htm Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 22, 2015, is by and among Synergy Strips Corp. (the “Buyer”); Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principal Owner”); and, for purposes of Article XIV her |
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| August 9, 2021 |
Synergy Strips Corp. 2014 Equity Incentive Plan Exhibit 10.3 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the ?Company?), to acquire and hold stock in the Company as an added incentive to remain with the Comp |
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| August 9, 2021 |
Exhibit 10.8 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the ?Agreement?) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust, (the ?Trust?), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (?Eisenberg?), the other shareholders of the Company lis |
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| August 9, 2021 |
SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT EX-10.1 8 filename8.htm Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (“Consultant”) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (“the Company”). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consulta |
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| August 9, 2021 |
Exhibit 10.7 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?) is made and entered into as of August 18, 2015 (the ?Effective Date?), by and between Synergy CHC Corp., a Nevada corporation (the ?Company?), and Kara Harshbarger (the ?Consultant?). WITNESSETH WHEREAS, the Company desires to engage Consultant to provide certain services on an independent contractor basis as outlined b |
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| August 9, 2021 |
INTELLECTUAL PROPERTY LICENSE AGREEMENT EX-10.6 13 filename13.htm Exhibit 10.6 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, effective August 18, 2015 (the “Effective Date”), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (“Synergy”) and HAND MD CORP., a corporation incorporated under the laws of Delaware (“Hand”). RECITALS WHEREAS, Hand owns or licenses all right, |
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| August 9, 2021 |
Consent of Director Nominee Synergy CHC Corp. Exhibit 99.1 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Synergy CHC Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in the Regist |
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| August 9, 2021 |
EX-3.1 5 filename5.htm Exhibit 3.1 |
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| August 9, 2021 |
Exhibit 10.5 CONTRIBUTION AGREEMENT This Contribution Agreement (the “Agreement”) is made effective as of the 18th day of August, 2015 (the “Effective Date”) among Hand MD, LLC, a California limited liability company (“Seller”); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a “Principal Owner”); Synergy CHC Corp., a Nevada corporation (“Synergy”); and Hand MD Corp., a Delaware corporati |
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| August 9, 2021 |
Exhibit 10.4 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati |
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| August 9, 2021 |
EX-21.1 28 filename28.htm EXHIBIT 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada |
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| August 9, 2021 |
EX-10.9 16 filename16.htm Exhibit 10.9 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the “Seller”), Timothy Polmear and Rebecca Polmear (collectively, the “Principal Owners”), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian |
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| August 9, 2021 |
Exhibit 3.2 BYLAWS OF ORO CAPITAL CORPORATION I. SHAREHOLDER?S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the |
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| August 9, 2021 |
(hereinafter called the “Lender”) EX-10.20 27 filename27.htm Exhibit 10.20 THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the “Third Amendment”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Borrower”) WHEREAS the Borrower and |
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| August 9, 2021 |
EX-10.16 23 filename23.htm Exhibit 10.16 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (“Buyer”); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company “Seller”); and (C) CDG Holdings, LLC, a Delaware limited liability company (the “Member” |
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| August 9, 2021 |
EX-10.10 17 filename17.htm Exhibit 10.10 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the “First Amendment”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Synergy”) WH |
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| August 9, 2021 |
EX-10.11 18 filename18.htm Exhibit 10.11 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “Amendment”). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Synergy”) WHER |
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| August 9, 2021 |
EX-10.18 25 filename25.htm Exhibit 10.18 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the “First Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of |
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| August 9, 2021 |
Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 12 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G |
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| August 9, 2021 |
Exhibit 10.17 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender – and – SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender |
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| August 9, 2021 |
AMENDMENT AND CONFIRMATION AGREEMENT Exhibit 10.12 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (?Nomad?), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of the State of Nevada, and BREAK |
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| August 9, 2021 |
SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT Exhibit 10.19 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the ?Second Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the |
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| August 9, 2021 |
AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the “Corporation”) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the “Bylaws”); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m |
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| August 9, 2021 |
HAND MD DISTRIBUTION AGREEMENT EX-10.14 21 filename21.htm Exhibit 10.14 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certai |
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| August 9, 2021 |
EX-2.1 2 filename2.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1. |
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| August 9, 2021 |
EX-10.15 22 filename22.htm Exhibit 10.15 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that ce |
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| August 9, 2021 |
Settlement and Release AGREEMENT Exhibit 10.13 Settlement and Release AGREEMENT This Settlement and Release Agreement (?Agreement?) by and between Synergy CHC Corp., a Nevada corporation (?Releasor?), the former shareholders (the ?Shareholders?) of Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust (the ?Trust?), on its own behalf and as the representative of the |
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| July 17, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55098 Synergy CHC Corp. (Exact name of registrant as specified in its c |
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| July 1, 2020 |
Other Events, Financial Statements and Exhibits 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): June 30, 2020 Synergy CHC Corp. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 1, 2020 |
Synergy Announces Intention to Deregister and Terminate Reporting Obligations. Exhibit 99.1 Synergy Announces Intention to Deregister and Terminate Reporting Obligations. WESTBROOK, ME, June 30, 2020 – Synergy CHC Corp (OTCM: SNYR) (the “Company”), a consumer healthcare company, intends to file a Form 15 with the SEC to voluntarily effect the deregistration of its Common Stock. Upon the filing of the Form 15, the Company’s obligations to file certain reports with the SEC, in |
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| June 30, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0 |
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| June 29, 2020 |
U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Synergy CHC Corp. Nevada 000-55098 99-0379440 (State or other jurisdictio |
