UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from _______________________to___________________________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| | ||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 12, 2025, there were 11,431,926
shares of common stock, par value $0.00001 per share, of the registrant issued and
TABLE OF CONTENTS
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Synergy CHC Corp.
Condensed Interim Financial Statements
For the Three and Nine Months Ended September 30, 2025 and 2024
Unaudited
(Expressed in U.S. Dollars)
1
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING CONDENSED INTERIM FINANCIAL REPORTING
The accompanying unaudited condensed interim financial statements of Synergy CHC Corp. (“the Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States (GAAP). Management acknowledges responsibility for the preparation and presentation of the unaudited condensed interim financial statements, including responsibility for significant accounting estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.
2
Synergy CHC Corp.
Condensed Consolidated Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Other receivables | ||||||||
| Loan receivable (related party) | ||||||||
| Prepaid expenses (including related party amount of $ | ||||||||
| Inventory, net | ||||||||
| Total Current Assets | ||||||||
| Intangible assets, net | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities (including payable to shareholder of $ | $ | $ | ||||||
| Income taxes payable | ||||||||
| Contract liabilities | ||||||||
| Short term loans payable, net of debt discount | ||||||||
| Current portion of long-term notes payable, net of debt discount and debt issuance cost, shareholder | ||||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities: | ||||||||
| Notes payable, net of debt discount, shareholder | ||||||||
| Notes payable, net of debt discount | ||||||||
| Total long-term liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Less: Treasury stock ( | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
3
Synergy CHC Corp.
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Product Sales | $ | $ | $ | $ | ||||||||||||
| License Revenue | ||||||||||||||||
| Total Revenue | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income from operations | ||||||||||||||||
| Other (income) expenses | ||||||||||||||||
| Other income | ( | ) | ( | ) | ||||||||||||
| Interest expense, net | ||||||||||||||||
| Gain on settlement of notes payable | ( | ) | ||||||||||||||
| Remeasurement loss on translation of foreign subsidiary | ||||||||||||||||
| Total other expenses | ||||||||||||||||
| Net income before income taxes | ||||||||||||||||
| Income tax benefit (expense) | ( | ) | ( | ) | ||||||||||||
| Net income after tax | $ | $ | $ | $ | ||||||||||||
| Net income per share – basic | $ | $ | $ | $ | ||||||||||||
| Net income per share – diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Comprehensive income | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
4
Synergy CHC Corp.
Unaudited Condensed Consolidated Statement of Stockholders’ Deficit
| Common stock | Additional Paid in | Accumulated Other Comprehensive Income | Treasury | Accumulated | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | (Loss) | stock | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Foreign currency translation gain | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Fair value of vested stock options | ||||||||||||||||||||||||||||
| Foreign currency translation gain | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Fair value of vested stock options | ||||||||||||||||||||||||||||
| Foreign currency translation gain | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Common stock | Additional Paid in | Accumulated Other Comprehensive Income | Treasury | Accumulated | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Capital | (Loss) | stock | Deficit | Deficit | ||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common stock for loan financing | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Foreign currency transaction gain | ||||||||||||||||||||||||||||
| Issuance of pre-funded warrants for settlement of shareholder notes payable | ||||||||||||||||||||||||||||
| Issuance of common stock for exercise of pre-funded warrants | ( | ) | ||||||||||||||||||||||||||
| Issuance of common stock for modification of notes payable | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
| Foreign currency transaction loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Fair value of vested stock options | ||||||||||||||||||||||||||||
| Fair value of underwriters warrants issued at IPO | ||||||||||||||||||||||||||||
| Offering costs related to fair value of underwriting warrants | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common stock at IPO, net of issuance cost | ||||||||||||||||||||||||||||
| Stock issued for services | ||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
5
Synergy CHC Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
| For the nine months ended | For the nine months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Amortization of debt discount and debt issuance cost | ||||||||
| Depreciation and amortization | ||||||||
| Stock based compensation | ||||||||
| Stock issued for modification of notes payable | ||||||||
| Stock issued for services | ||||||||
| Foreign currency transaction loss | ||||||||
| Remeasurement loss on translation of foreign subsidiary | ||||||||
| Non cash implied interest | ||||||||
| Gain on settlement of debt | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Other receivables | ( | ) | ||||||
| Loan receivable, related party | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Prepaid expense, related party | ( | ) | ( | ) | ||||
| Income taxes payable | ||||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ( | ) | ||||
| Accounts payable, shareholder | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuing common stock | ||||||||
| Advances from related party | ||||||||
| Repayment of advances from related party | ( | ) | ( | ) | ||||
| Proceeds from notes payable | ||||||||
| Payment of loan financing fees | ( | ) | ||||||
| Repayment of notes payable, shareholder | ( | ) | ( | ) | ||||
| Repayment of notes payable | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | ||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash and restricted cash, beginning of year | ||||||||
| Cash and restricted cash, end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental Disclosure of Noncash Investing and Financing Activities: | ||||||||
| Accounts payable converted to loan payable upon settlement | $ | $ | ||||||
| Reduction of short term related party note payable by reduction of prepaid balance | $ | $ | ||||||
| Issuance of common stock for loan financing | $ | $ | ||||||
| Issuance of pre-funded warrants for settlement of shareholder notes payable | $ | $ | ||||||
| Exercise of pre-funded warrants | $ | $ | ||||||
| Loan fees payable to lender | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
6
Synergy CHC Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Nature of the Business
Synergy CHC Corp. (“Synergy”, “we”,
“us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on
The Company is a consumer health care company that is in the process of building a portfolio of best-in-class consumer product brands. Synergy’s strategy is to grow its portfolio both organically and by further acquisitions.
Effective January 1, 2019 the Company has merged its U.S. subsidiaries (Neuragen Corp., Breakthrough Products, Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp.) into the parent company.
Synergy is the sole owner of four subsidiaries: NomadChoice Pty Ltd., Hand MD Corp., Synergy CHC Inc. and Synergy CHC Mexico, and the results have been consolidated in these statements. Synergy CHC Mexico was incorporated during May 2025 for the purposes of expanding into Mexico.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 are unaudited. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and footnotes thereto.
All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Reverse Stock Split
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.
7
Cash and Cash Equivalents
The Company considers all cash on hand and in
banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of
three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had
cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that
at times may be in excess of the federally insured limit of $
Restricted Cash
The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
| September 30, 2025 | December 31, 2024 | |||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash and restricted cash shown in the statement of cash flows | $ | $ | ||||||
Amounts included in restricted cash represent amounts held for credit card collateral.
Intangible Assets
The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the intangible assets are subject to amortization. Intangible assets are amortized on a straight-line basis over the useful lives.
Long-lived Assets
Long-lived assets include intangible assets other than those with indefinite lives. The Company assesses the carrying value of its long-lived asset groups when indicators of impairment exist and recognizes an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset.
Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the assets or in its business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, the Company assesses the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.
Revenue Recognition
The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
8
The Company recognizes revenue upon shipment from its fulfillment centers. Certain of the Company’s distributors may also perform a separate function as a co-packer on the Company’s behalf. In such cases, ownership of and title to the Company’s products that are co-packed on the Company’s behalf by those co-packers who are also distributors, passes to such distributors when the Company is notified by them that they have taken transfer or possession of the relevant portion of the Company’s finished goods. Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold. Cancelled orders are refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific promotions and orders will be refilled if lost in transit. The Company recognizes revenue for its digital products in the month the download by the customer occurs.
All product sales were initiated based upon the retailer’s purchase orders at a fixed transaction price and revenues recognized when the products were shipped to the Company’s customers.
The Company accounts for its IP license revenue, which provides the Company’s customer with rights to use the Company’s IP, in accordance with ASC 606. A license may be perpetual or time limited in its application. In accordance with ASC 606, the Company will continue to recognize revenue from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functional without professional services, updates and technical support. The Company has concluded that its IP license is distinct as the customer can benefit from the functional IP on its own. Therefore, the Company has determined the right to use its IP was satisfied at a point in time (on the date the rights to the IP were granted).
Contract Assets
The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s condensed consolidated balance sheet are from contracts with customers.
Contract Costs
Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of September 30, 2025 and December 31, 2024.
Contract Liabilities
The Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized.
| September 30, 2025 | December 31, 2024 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions | ||||||||
| Recognized as revenue | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
Accounts receivable
Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of both September 30, 2025 and December 31, 2024, allowance for doubtful accounts was .
Advertising Expense
The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in selling and marketing expense in the accompanying consolidated statements of operations.
Research and Development
Costs incurred in connection with the development of new products and processing methods are charged to general and administrative expenses as incurred.
9
Income Taxes
The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
The Company generated a deferred tax asset through
net operating loss carry-forward. However, a valuation allowance of
NomadChoice Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Synergy CHC Inc., a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
Net Earnings (Loss) Per Common Share
The Company computes earnings per share under
ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to
the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during
the reporting periods. Diluted earnings per share is computed by increasing the denominator by the weighted average number of additional
shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method),
unless their effect on net income per share is anti-dilutive. As of September 30, 2025 and 2024, options to purchase
The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Net income after tax | $ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Incremental shares from the assumed exercise of dilutive stock options | ||||||||||||||||
| Dilutive potential common shares | ||||||||||||||||
| Net earnings per share: | ||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||
10
The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive:
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Options to purchase common stock | ||||||||||||||||
| Warrants to purchase common stock | ||||||||||||||||
Fair Value Measurements
The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.
ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:
| Level 1 - | Quoted prices for identical assets or liabilities in active markets to which the Company has access at the measurement date. |
| Level 2 - | Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. |
| Level 3 - | Unobservable inputs for the asset or liability. |
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Our financial instruments consisted primarily of cash and cash equivalents, restricted cash, accounts receivable, other receivable, loan receivable, accounts payable and accrued liabilities and short term and long term loans payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
As of both September 30, 2025 and December 31, 2024, the Company has determined that there were no assets or liabilities measured at fair value on a recurring basis.
Inventory
Inventory consists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. Finished goods include the cost of labor to assemble the items.
Foreign Currency Translation
The functional currency of one of the Company’s foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S. Dollar. The Company’s foreign subsidiary maintains its records using local currency (Australian Dollar). All monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at transaction day exchange rates.
Income and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.
The functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’s foreign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates. Income and expense items were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income.
11
The exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows:
Balance sheet:
| September 30, 2025 | December 31, 2024 | |||||||
| Period-end AUD: USD exchange rate | $ | $ | ||||||
| Period-end CAD: USD exchange rate | $ | $ | ||||||
Income statement:
| September 30, 2025 | September 30, 2024 | |||||||
| Average nine months AUD: USD exchange rate | $ | $ | ||||||
| Average nine months CAD: USD exchange rate | $ | $ | ||||||
| Average three months AUD: USD exchange rate | $ | $ | ||||||
| Average three months CAD: USD exchange rate | $ | $ | ||||||
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
Concentrations of Credit Risk
In the normal course of business, the Company provides credit terms to its customers; however, collateral is not required. Accordingly, the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were within the range of management’s expectations. From time to time, a higher concentration of credit risk exists on outstanding accounts receivable for a select number of customers due to individual buying patterns.
Warehousing costs
Warehouse costs include all third-party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costs relating to assembly or special pack-outs of the Company’s products are charged to cost of sales.
Product display costs
All displays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for display execution and setup and retail services are charged to cost of sales and expensed as incurred.
Cost of Sales
Cost of sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting of the Company’s online Application.
Debt Issuance Costs
Debt issuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities.
Shipping Costs
Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketing expenses.
Related parties
Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests (see Note 9).
12
Segment Reporting
Correction of Prior Period Immaterial Errors:
The Company has identified an immaterial error in
the Company’s previously issued consolidated financial statements related to Treasury Shares held by its wholly owned
subsidiary. The adjustment pertained to the acquisition of remaining
In evaluating whether the previously issued consolidated financial statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the effect of the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.
The Company’s earnings per share has been revised from the amounts previously reported to correct the error and the impact of the reclassification is shown in the below table.
Earnings Per Share for the nine months ended September 30, 2024:
| As Previously | ||||||||||||
| Reported | Corrections | As Adjusted | ||||||||||
| Earnings per share | $ | $ | $ | |||||||||
| Weighted average common shares outstanding | ( | ) | ||||||||||
Earnings Per Share for the three months ended September 30, 2024:
| As Previously | ||||||||||||
| Reported | Corrections | As Adjusted | ||||||||||
| Earnings per share | $ | $ | $ | |||||||||
| Weighted average common shares outstanding | ( | ) | ||||||||||
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 has not affected the Company’s financial statements.
In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”). The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.
13
Note 3 – Income Taxes
The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions.
For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited or eliminated, as to the amount that could be utilized each year, based on the Code. NOL’s attributable to Breakthrough Products, Inc., which are the majority of the Company’s domestic NOL’s are Separate Return Limitation Year (SRLY) NOL’s. Such losses may generally not be available for use (limited or eliminated).
The Company has not filed its State & Local Income/Franchise tax returns in states it is required to file, as such returns and liability remain open. The Company does not expect this to be a significant liability.
The Company had tax expense of $
The Company also has net operating loss carryforwards
of approximately $
Note 4 – Accounts Receivable
Accounts receivable, net of allowances for doubtful accounts, consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Other receivables | ||||||||
| Less allowances | ||||||||
| Total accounts receivable, net | $ | $ | ||||||
During the three and nine months ended September
30, 2025 and 2024, the Company charged $
14
Note 5 – Prepaid Expenses
At September 30, 2025 and December 31, 2024, prepaid expenses consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Advances for inventory | $ | $ | ||||||
| Insurance | ||||||||
| Deposits | ||||||||
| Prepaid consulting fees, related party | ||||||||
| Rent, related party | ||||||||
| Advertising and promotions* | ||||||||
| Conferences | ||||||||
| Professional fees | ||||||||
| IT expenses | ||||||||
| Accounting | ||||||||
| Miscellaneous | ||||||||
| Total | $ | $ | ||||||
| * |
Note 6 – Concentration of Credit Risk
Cash and cash equivalents
The Company maintains its cash and cash equivalents
in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured
limit of $
Accounts receivable
As of September 30, 2025 and December 31, 2024,
three and one customers accounted for
Major customers
For the nine months ended September 30, 2025,
three customers accounted for approximately
15
Accounts payable
As of September 30, 2025 and December 31, 2024,
two and four vendors accounted for
Major suppliers
For the nine months ended September 30, 2025,
two suppliers accounted for approximately
Note 7 – Inventory
Inventory consists of finished goods, components and raw materials. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.
The carrying value of inventory consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Finished goods | $ | $ | ||||||
| Components | ||||||||
| Raw materials | ||||||||
| Total inventory | $ | $ | ||||||
During the nine months ended September 30, 2025 and 2024, the Company had inventory write-offs.
Note 8 – Intangible Assets
| September 30, 2025 | December 31, 2024 | |||||||
| License Fee | $ | $ | ||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net | $ | $ | ||||||
Amortization for both the nine months ended September
30, 2025 and 2024 was $
The estimated aggregate amortization expense over each of the next five years is as follows:
| 2025 (remaining) | $ | |||
| 2026 | ||||
| 2027 |
Note 9 – Related Party Transactions
The Company paid consulting fees through September
2025 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $
The Company paid rent through September 2025 to
a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $
16
The Company entered into transactions with a related
party controlled by the CEO during prior years. The transactions were a pass through and allocation of expenses and reimbursements.
As of September 30, 2025 and December 31, 2024 the Company was owed $
The Company entered into a transaction with a
related party controlled by the CEO during the year ended December 31, 2023. The transaction was in the form of a short-term loan. The
Company received $
During June 2024, the Company entered into Sixth
Amended Agreement with Knight Therapeutics Inc., a shareholder, to modify prior Agreements. This modification consolidated outstanding
loans and extended the maturity dates of the loans to March 31, 2026. The Company recognized interest expense of $
On December 23, 2016, the Company entered into
an agreement with Knight Therapeutics for the distribution rights of FOCUSfactor in Canada. In conjunction with this agreement, the Company
is required to pay Knight a distribution fee equal to
The Company expensed royalty of $
Note 10 – Accounts Payable and Accrued Liabilities
As of September 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:
| September 30, 2025 | December 31, 2024 | |||||||
| Accrued payroll | $ | $ | ||||||
| Legal fees | ||||||||
| Commissions | ||||||||
| Manufacturers | ||||||||
| Promotions | ||||||||
| Accounting fees | ||||||||
| Freight | ||||||||
| Royalties, shareholder | ||||||||
| Warehousing | ||||||||
| Sales taxes | ||||||||
| Payroll taxes | ||||||||
| Professional fees | ||||||||
| Insurance | ||||||||
| Interest | ||||||||
| Lender fees | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
The Company has estimated and accrued for its
sales tax liability at $
17
Note 11 – Notes Payable
The Company’s notes payable at September 30, 2025 and December 31, 2024 are as follows:
| September 30, 2025 | December 31, 2024 | |||||||
| $ | $ | $ | ||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| Other | ||||||||
| $ | ||||||||
| $ | ||||||||
| Unamortized debt issuance cost and debt discount | ( | ) | ( | ) | ||||
| Total | ||||||||
| Current portion, shareholder | ( | ) | ||||||
| Current portion, other | ( | ) | ||||||
| Long-term portion, shareholder | ||||||||
| Long-term portion, other | $ | $ | ||||||
$10,000,000 August 9, 2017 Loan:
On August 9, 2017, the Company entered into a
Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant to which Knight agreed to loan the Company an
additional $
The Company recognized interest expense of $
During June 2024, the Company entered into Sixth Amended Agreement with Knight Therapeutics Inc., a shareholder, to modify prior Agreements. This modification consolidated outstanding loans and extended the maturity dates of the loans to March 31, 2026.
On May 29, 2025, the Company satisfied $
On June 11, 2025 (the “Initial Exercise
Date”), the Company issued a pre-funded common stock purchase warrant (the “Pre-Funded Warrant”) to purchase up to
As of September 30, 2025 and December 31, 2024
the total consolidated amount outstanding on these loans, including accrued interest and royalties was $
$2,000,000 February 10, 2022 Loan:
On February 10, 2022, the Company entered into
a promissory note for $
Subsequently and pursuant to the modification
agreement entered into on June 14th, 2023, effective September 9, 2022, the promissory loan would bear all the same characteristics
as the additional $
18
$6,000,000 March 8, 2022 Loans:
On March 8, 2022, the Company entered into Securities
Purchase Agreements with debenture holders for the Senior Subordinated Debentures in the amount of $
On March 31, 2024, the Company entered into a
Modification Agreement in relation to this loan, which consolidated it with the $
On May 30, 2025, the Company entered into a Subordination
Agreement in relation to this loan, whereby this loan becomes subordinated debt to the senior lender ($
“Interest Payment Conditions” means with respect to any payment of interest on any Sanders Note, the satisfaction of the following conditions:
| (a) | as of the date of any such interest payment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing; |
| (b) | Liquidity (prior to and after giving effect to such payment)
shall not be less than $ |
| (c) | the Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment (and, for the avoidance of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense), shall be not less than 1.20 to 1.00; and |
| (d) | the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculation required thereby. |
“Principal Payment Conditions” means with respect to any payment or prepayment of principal on any Sanders Note, the satisfaction of the following conditions:
| (a) | as of the date of any such principal payment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing; |
| (b) | Liquidity (prior to and after giving effect to such payment)
shall not be less than $ |
| (c) | the Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment (and, for the avoidance of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense), shall be not less than 1.20 to 1.00; |
| (d) | the Consolidated Senior Net Leverage Ratio of the Borrower and its Subsidiaries as of the end of such fiscal quarter of the Borrower ending on or most recently preceding the date of such payment or prepayment was less than 2.75 to 1.00; |
| (e) | such payment or prepayment is made using only Net Cash Proceeds
of an Equity Issuance which are not required to be applied as a mandatory prepayment pursuant to Section 2.5(c)(v) in an amount not to
exceed fifty percent ( |
| (f) | the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculation required thereby. |
On April 28, 2025, the Company entered into Assignment,
Assumption and Release Agreement with the holder to release Jack Ross (CEO of the Company) from the obligation to personally grant warrants
struck at $
19
$5,450,000 December 28, 2023 Loan:
On December 28, 2023, the Company entered into
a confidential settlement agreement and mutual general release with a former supplier. The loan bears interest at
During 2025 and 2024, the Company made payments
of $
The outstanding loan balance at September 30,
2025 and December 31, 2024 was $
$3,020,824 March 27, 2024 Loan:
On March 27, 2024, the Company entered into a confidential settlement agreement and mutual general release with a supplier.
During 2025 and 2024, the Company made payments
of $
$418,100 May 1, 2024 Loan:
On May 1, 2024, the Company entered into a loan
agreement of $
The Company recognized amortization of original
issue discount of $
The outstanding loan balance at September 30,
2025 and December 31, 2024 was $
$118,650 May 22, 2024 Loan:
On May 22, 2024, the
Company entered into a loan agreement of $
The payment of such amounts
is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released
upon receipt of total payments of $
The Company recognized
amortization of original issue discount of $
20
$800,000 December 5, 2024 Loan:
On December 5, 2024,
the Company entered into a cash advance agreement of $
The Company recognized
total interest expense of $
$2,268,000 February 2025 Loan:
On January 29, 2025, the Company entered into
a cash advance agreement of $
The Company recognized total interest expense
of $
$17,500,000 May 2025 Loan:
On May 30, 2025, Synergy CHC Corp. (the “Company”)
entered into a term loan credit agreement (the “Credit Agreement”) with ACP Agency, LLC (“ACP”). The Credit Agreement
consists of a $
The Credit Agreement has customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and similar covenants and contains customary events of default. The Credit Agreement also contains covenants requiring the Company and its subsidiaries to maintain a maximum (x) consolidated senior net leverage ratio of (i) 3.25:1.00 for the quarter ending September 30, 2025, (ii) 3.25:1.00 for the quarter ending December 31, 2025, (iii) 3.00:1.00 for the quarter ending March 31, 2026, (iv) 2.75:1.00 for the quarter ending June 30, 2026, (v) 2.75:1.00 for the quarter ending September 30, 2026, and (vi) 2.50:1.00 for the quarter ending December 31, 2026 and each fiscal quarter ended thereafter and (y) a fixed charge coverage ratio of 1.20 for the quarter ending September 30, 2025 and each fiscal quarter ended thereafter.
21
Of the Term Loan, $
The Company received $
The note bears interest at Term SOFR rate, plus
The Company recognized interest expense of $
The Company is required to make future payments as follows:
| 2025 | $ | |||
| 2026 | $ | |||
| 2027 | $ | |||
| 2028 | $ | |||
| 2029 | $ |
Note 12 – Stockholders’ Deficit
The total number of shares of all classes of capital
stock which the Company is authorized to issue is
During 2025 and 2024 the Company issued
During 2025, the Company issued
During 2025, the Company issued
During 2025, the Company issued
On August 27, 2025 the Company sold an aggregate
of
Gross proceeds of the offering were $
Pursuant to the Underwriting Agreement, the Company
also issued to the Representative and its designees warrants to purchase
During 2025, the Company granted options to purchase
As of September 30, 2025 and December 31, 2024,
there were
22
Note 13 – Commitments and Contingencies
Litigation:
From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations.
Note 14 – Stock Options and Warrants
The following table summarizes the options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at September 30, 2025:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Exercise Prices ($) | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price ($) | Number Exercisable | Weighted Average Exercise Price ($) | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
The stock option activity for the nine months ended September 30, 2025 is as follows:
| Options | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired or canceled | ||||||||
| Outstanding at September 30, 2025 | $ | |||||||
| Exercisable at September 30, 2025 | $ | |||||||
Stock-based compensation expense related to vested
options was $
The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued at September 30, 2025:
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| Exercise Price ($) | Number Outstanding | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price ($) | Number Exercisable | Weighted Average Exercise Price ($) | |||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||
23
The warrant activity for the nine months ended September 30, 2025 is as follows:
| Warrants | Weighted Average Exercise Price | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ( | ) | ||||
| Expired or canceled | ||||||||
| Outstanding at September 30, 2025 | $ | |||||||
| Exercisable at September 30, 2025 | $ | |||||||
Stock warrants outstanding and exercisable as
of September 30, 2025, as disclosed in the above table, have an intrinsic value of $
During June 2025, the Company issued
Note 15 – Segments
Net sales attributed to customers in the United States and foreign countries for the three months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| United States | $ | $ | ||||||
| Foreign countries | ||||||||
| $ | $ | |||||||
Foreign country sales primarily consist of sales in Canada.
The Company’s net sales by product group for the three months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Nutraceuticals | $ | $ | ||||||
| License Revenue | ||||||||
| $ | $ | |||||||
24
The Company’s net sales by major sales channel for the three months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Online | $ | $ | ||||||
| Retail | ||||||||
| $ | $ | |||||||
The Company’s significant segment expenses for the three months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Retailer promotions | $ | $ | ||||||
| Freight and fulfillment | ||||||||
| Online marketing | ||||||||
| Salaries and benefits, marketing | ||||||||
| Other selling and marketing | ||||||||
| IT expenses | ||||||||
| Salaries and benefits, non-marketing | ||||||||
| Professional fees | ||||||||
| Travel | ||||||||
| Other general and administrative expenses | ||||||||
| Amortization | ||||||||
| $ | $ | |||||||
Net sales attributed to customers in the United States and foreign countries for the nine months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| United States | $ | $ | ||||||
| Foreign countries | ||||||||
| $ | $ | |||||||
Foreign country sales primarily consist of sales in Canada.
The Company’s net sales by product group for the nine months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Nutraceuticals | $ | $ | ||||||
| License Revenue | ||||||||
| $ | $ | |||||||
25
The Company’s net sales by major sales channel for the nine months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Online | $ | $ | ||||||
| Retail | ||||||||
| License revenue | ||||||||
| $ | $ | |||||||
The Company’s significant segment expenses for the nine months ended September 30, 2025 and 2024 were as follows:
| September 30, 2025 | September 30, 2024 | |||||||
| Retailer promotions | $ | $ | ||||||
| Freight and fulfillment | ||||||||
| Online marketing | ||||||||
| Salaries and benefits, marketing | ||||||||
| Other selling and marketing | ||||||||
| IT expenses | ||||||||
| Salaries and benefits, non-marketing | ||||||||
| Professional fees | ||||||||
| Travel | ||||||||
| Other general and administrative expenses | ||||||||
| Amortization | ||||||||
| $ | $ | |||||||
Long-lived assets (net) attributable to operations in the United States and foreign countries as of September 30, 2025 and December 31, 2024 were as follows:
| September 30, 2025 | December 31, 2024 | |||||||
| United States | $ | $ | ||||||
| Foreign countries | ||||||||
| $ | $ | |||||||
Note 16 – Subsequent Events
Management evaluated all activities of the Company through the issuance date of the Company’s unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial statements.
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Synergy CHC Corp. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initial public offering filed with the SEC on October 23, 2024 (the “Prospectus”) and the “Risk Factors” section of this report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
We are a provider of consumer health care, beauty, and lifestyle products. Our current brand portfolio consists of two core brands: FOCUSfactor, a clinically-tested brain health supplement (this study was performed independently and is not related to any FDA-approved Investigational New Drug application) that has been shown to improve memory, concentration and focus and Flat Tummy, a lifestyle brand that provides a suite of nutritional products to help women achieve their weight management goals.
Our management’s discussion and analysis of our financial condition and results of operations are only based on our current business and should be read in conjunction with our unaudited interim condensed consolidated financial statements and audited consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report. Key factors affecting our results of operations include revenues, cost of revenue, operating expenses and income and taxation.
27
Non-GAAP Financial Measures
We currently focus on EBITDA to evaluate our business relationships and our resulting operating performance and financial position. EBITDA is defined as net income plus interest expense, income tax expense, depreciation and amortization.
We believe that EBITDA, viewed in addition to, and not in lieu of, our reported results in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), provides useful information to investors.
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net income | $ | 125,327 | $ | 783,593 | ||||
| Interest income | (385 | ) | (381 | ) | ||||
| Interest expense | 1,164,402 | 705,088 | ||||||
| Income tax benefit | (11,107 | ) | (192,299 | ) | ||||
| Depreciation and amortization | 33,333 | 33,333 | ||||||
| EBITDA | $ | 1,311,570 | $ | 1,329,334 | ||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net income | $ | 2,474,827 | $ | 2,019,309 | ||||
| Interest income | (14,647 | ) | (1,142 | ) | ||||
| Interest expense | 4,367,487 | 2,560,596 | ||||||
| Income tax expense | 167,540 | 114,272 | ||||||
| Depreciation and amortization | 100,000 | 100,000 | ||||||
| EBITDA | $ | 7,095,207 | $ | 4,793,035 | ||||
EBITDA is considered non-GAAP financial measures. EBITDA represents earnings before interest, taxes, depreciation and amortization. Our definition of EBITDA might not be comparable to similarly titled measures reported by other companies.
Results of Operations for the Three Months Ended September 30, 2025 and September 30, 2024
During both the three months ended September 30, 2025 and 2024, we focused on developing our currently owned brands into new markets and by product extensions. Our objective is to grow our two targeted verticals (Nutraceuticals and Ready To Drinks (RTDs)) to provide a balanced and synergistic portfolio that drives consumer demand via multiple channels. Our Nutraceuticals vertical consists of FOCUSfactor, including RTDs, and Flat Tummy consumables.
Revenue
For the three months ended September 30, 2025, we had revenue of $8,010,112 from sales of our products as compared to revenue of $7,126,333 for the three months ended September 30, 2024. The revenue is comprised of the following categories:
| September 30, 2025 | September 30, 2024 | |||||||
| Nutraceuticals | $ | 8,010,112 | $ | 7,126,333 | ||||
| License Revenue | - | - | ||||||
| $ | 8,010,112 | $ | 7,126,333 | |||||
28
We had an increase in Nutraceuticals revenue in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due to a packaging upgrade that occurred in 2024 which delayed shipments that did not repeat in 2025.
Cost of Revenue
For the three months ended September 30, 2025, our cost of revenue was $2,329,296. Our cost of revenue for the three months ended September 30, 2024, was $2,335,901. The decrease in cost of sales was primarily due to product mix sold.
Gross Profit
Gross profit was $5,680,816, or 71% of revenue, for the three months ended September 30, 2025, as compared to gross profit of $4,790,432, or 67% of revenue, for the same period in 2024, an increase of $890,384, or 19%. The increase in gross profit is directly related to the product mix sold.
Operating Expenses
Selling and Marketing Expenses
For the three months ended September 30, 2025, our selling and marketing expenses were $2,729,767 as compared to $2,509,440 for the three months ended September 30, 2024, which is an immaterial increase.
General and Administrative Expenses
For the three months ended September 30, 2025, our general and administrative expenses were $1,637,706. For the three months ended September 30, 2024, our general and administrative expenses were $1,196,784. The increase is primarily due to public market expenses.
Depreciation and Amortization Expenses
For the three months ended September 30, 2025, our depreciation and amortization expenses were $33,333 as compared to $33,333 for the three months ended September 30, 2024.
Other Income and Expenses
For the three months ended September 30, 2025 and 2024 we had other income and expense items as follows:
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||||||
| Interest expense | $ | 1,164,402 | $ | 705,088 | ||||
| Interest income | (385 | ) | (381 | ) | ||||
| Other income | - | (252,405 | ) | |||||
| Remeasurement loss on translation of foreign subsidiary | 1,773 | 7,279 | ||||||
| Total other (income) expense | $ | 1,165,790 | $ | 459,581 | ||||
For the three months ended September 30, 2025, we had interest expense of $1,164,402 as compared to $705,088 for the three months ended September 30, 2024. The increase is primarily due to the advance and the amortization of original debt discount on the new loan.
29
Net Income
For the three months ended September 30, 2025, our net income was $125,327 as compared to a net income of $783,593 for the three months ended September 30, 2024 due to other income in 2024 and higher expenses in 2025.
Results of Operations for the Nine Months Ended September 30, 2025 and September 30, 2024
During both the nine months ended September 30, 2025 and 2024, we focused on developing our currently owned brands into new markets and by product extensions. Our objective is to grow our two targeted verticals (Nutraceuticals and RTDs) to provide a balanced and synergistic portfolio that drives consumer demand via multiple channels. Our Nutraceuticals vertical consists of FOCUSfactor, including RTDs, and Flat Tummy consumables.
Revenue
For the nine months ended September 30, 2025, we had revenue of $21,415,642 from sales of our products and $2,900,000 from a license agreement, as compared to revenue of $24,563,039 for the nine months ended September 30, 2024. The revenue is comprised of the following categories:
| September 30, 2025 | September 30, 2024 | |||||||
| Nutraceuticals | $ | 21,415,642 | $ | 24,563,039 | ||||
| License Revenue | 2,900,000 | - | ||||||
| $ | 24,315,642 | $ | 24,563,039 | |||||
We had a decrease in Nutraceuticals revenue in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due to a new product sell-in to one customer in 2024 that did not repeat in 2025. We also had revenue from a license agreement to expand into selected foreign territories.
Cost of Revenue
For the nine months ended September 30, 2025, our cost of revenue was $6,232,201. Our cost of revenue for the nine months ended September 30, 2024, was $7,421,930. The decrease in cost of sales was primarily due to the decrease in product revenue.
Gross Profit
Gross profit was $18,083,441, or 74% of revenue, for the nine months ended September 30, 2025, as compared to gross profit of $17,141,106, or 70% of revenue, for the same period in 2024, an increase of $942,335, or 5%. The increase in gross profit is related to the license revenue.
Operating Expenses
Selling and Marketing Expenses
For the nine months ended September 30, 2025, our selling and marketing expenses were $8,668,249 as compared to $9,149,303 for the nine months ended September 30, 2024, which is primarily due to lower revenue and an improved management of promotions in 2025.
General and Administrative Expenses
For the nine months ended September 30, 2025, our general and administrative expenses were $4,463,745. For the nine months ended September 30, 2024, our general and administrative expenses were $3,449,007. The increase is primarily public market expenses.
30
Depreciation and Amortization Expenses
For the nine months ended September 30, 2025, our depreciation and amortization expenses were $100,000 as compared to $100,000 for the nine months ended September 30, 2024.
Other Income and Expenses
For the nine months ended September 30, 2025 and 2024 we had other income and expense items as follows:
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||
| Interest expense | $ | 4,367,487 | $ | 2,560,596 | ||||
| Interest income | (14,647 | ) | (1,142 | ) | ||||
| Other income | - | (252,405 | ) | |||||
| Gain on settlement of loans | (2,154,522 | ) | - | |||||
| Remeasurement loss on translation of foreign subsidiary | 10,762 | 2,166 | ||||||
| Total other expense | $ | 2,209,080 | $ | 2,309,215 | ||||
For the nine months ended September 30, 2025, we had interest expense of $4,367,487 as compared to $2,560,596 for the nine months ended September 30, 2024. The increase is primarily due to an advance taken in 2025, shares issued related to the modification of notes payable and new May 2025 loan.
Net Income
For the nine months ended September 30, 2025, our net income was $2,474,827 as compared to a net income of $2,019,309 for the nine months ended September 30, 2024 due to a gain on loan settlements.
Liquidity and Capital Resources
Overview
As of September 30, 2025, we had $1,006,489 cash on hand and restricted cash of $100,000 which is held for credit card collateral.
Cash Flows from Operating Activities
For the nine months ended September 30, 2025, net cash used in operating activities was $3,209,149 compared to net cash used in operating activities of $1,377,479 for the nine months ended September 30, 2024. This increase in net cash used by operating activities for the nine months ended September 30, 2025 is detailed in the table below.
31
For the nine months ended September 30, 2025, net cash used in operating activities of $3,209,149 consisted of our net income of $2,474,827 adjusted by:
| Amortization of debt discount and debt issuance cost | 1,128,795 | |||
| Depreciation and amortization | 100,000 | |||
| Stock based compensation | 19,941 | |||
| Stock issued for modification of notes payable | 847,062 | |||
| Stock issued for services | 127,200 | |||
| Foreign currency transaction gain | 5,655 | |||
| Remeasurement loss on translation of foreign subsidiary | 10,763 | |||
| Gain on settlement of debt | (2,154,522 | ) | ||
| Accounts receivable | (1,491,612 | ) | ||
| Other receivables | (183,118 | ) | ||
| Loan receivable, related party | (32,390 | ) | ||
| Inventory | (429,414 | ) | ||
| Prepaid expenses | (1,255,502 | ) | ||
| Prepaid expense, related party | (737,246 | ) | ||
| Income taxes payable | 11,786 | |||
| Contract liabilities | (22,398 | ) | ||
| Accounts payable and accrued liabilities | (2,009,905 | ) | ||
| Accounts payable, shareholder | 380,929 |
For the nine months ended September 30, 2024, net cash used in operating activities of $1,377,479 consisted of our net income of $2,019,309 adjusted by:
| Amortization of debt discount and debt issuance cost | $ | 47,519 | ||
| Depreciation and amortization | 100,000 | |||
| Stock based compensation expense | 9,224 | |||
| Foreign currency transaction loss | 23,777 | |||
| Remeasurement gain on translation of foreign subsidiary | 2,166 | |||
| Non cash implied interest | 4,799 | |||
| Accounts receivable | (1,965,936 | ) | ||
| Loan receivable, related party | 21,269 | |||
| Inventory | 1,815,725 | |||
| Prepaid expenses | (205,975 | ) | ||
| Prepaid expense, related party | (396,683 | ) | ||
| Income taxes payable | 68,607 | |||
| Contract liabilities | (12,102 | ) | ||
| Accounts payable and accrued liabilities | (3,011,384 | ) | ||
| Accounts payable, shareholder | 102,206 |
32
Cash Flows from Investing Activities
For the nine months ended September 30, 2025 and 2024, we used net cash of $0 in investing activities.
Cash Flows from Financing Activities
For the nine months ended September 30, 2025, net cash provided by financing activities was $3,515,856 compared to net cash provided by financing activities of $895,972 for the nine months ended September 30, 2024. The increase was attributable to new loans.
Financing activities during the nine months ended September 30, 2025 and 2024:
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||
| Proceeds from issuing common stock | $ | 3,880,462 | $ | - | ||||
| Advances from related party | 135,000 | 3,395,587 | ||||||
| Repayment of notes payable, related party | (135,000 | ) | (157,425 | ) | ||||
| Proceeds from notes payable | 18,996,250 | 600,000 | ||||||
| Payment of loan financing fees | (2,010,953 | ) | - | |||||
| Repayment of notes payable, shareholder | (10,000,000 | ) | (84,500 | ) | ||||
| Repayment of notes payable | (7,349,903 | ) | (2,857,690 | ) | ||||
Key Near-Term Initiatives
We intend to organically grow our current product lines by developing and launching new products and expanding into new markets. Specifically, for FOCUSfactor, we are working on increased distribution for our recently launched ready-to-drink beverage. Lastly, we intend to grow further through additional strategic acquisitions and we continue to evaluate opportunities and candidates that we believe fit well with our brand portfolio.
Off-Balance Sheet Arrangements
During the nine months ended September 30, 2025, and during the year ended December 31, 2024, we had no off-balance sheet arrangements.
Inflation
The effect of inflation on our operating results was not significant in the nine months ended September 30, 2025 or 2024.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report.
Recent Accounting Pronouncements
Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report includes Recent Accounting Pronouncements.
33
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we have elected not to provide the disclosure required by this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
34
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report. However, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in the “Risk Factors” section of the Prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Issuance in Connection with Consulting Services Agreement
On April 9, 2025, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with FMW Media Works, LLC (the “Consultant”). Pursuant to the terms of the Consulting Agreement, on July 7, 2025, the Company issued to the Consultant 60,000 shares of Company common stock in consideration for services provided. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering to issue the shares.
(b) None.
(c) None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
(a) None.
(b) None.
(c) During the quarter ended
September 30, 2025, no director or officer of the Company
35
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
| * | Filed with this Report. |
| ** | Furnished with this Report. |
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SYNERGY CHC CORP. | ||
| Date: November 13, 2025 | By: | /s/ Jack Ross |
| Name: | Jack Ross | |
| Title: | Chief Executive Officer and Chairman | |
| (Principal Executive Officer) | ||
37