S-1 1 ea0240711-03.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 15, 2025

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________________

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 jurisdiction of

incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer

Identification No.)

865 Spring Street
Westbrook, ME 04092
(207) 321-2350

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

_____________________________________

Jack Ross
Chief Executive Officer
c/o Synergy CHC Corp.
865 Spring Street
Westbrook, ME 04092
(902) 237-1220

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

W. David Mannheim
Michael K. Bradshaw, Jr.
Nelson Mullins Riley & Scarborough LLP
301 Hillsborough Street, Suite 1400
Raleigh, NC 27603
(919) 329-3800

Lawrence Metelitsa
Lucosky Brookman LLP
101 Wood Avenue South
Woodbridge, NJ 08830
(732) 395-4400

_____________________________________

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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	☐
Non-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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities Exchange Commission, acting pursuant to section 8(a), may determine.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		11
USE OF PROCEEDS		14
CAPITALIZATION		15
DILUTION		16
DESCRIPTION OF CAPITAL STOCK		18
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK		22
UNDERWRITING		25
SELLING RESTRICTIONS		29
LEGAL MATTERS		31
EXPERTS		31
WHERE YOU CAN FIND MORE INFORMATION		31
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		32

	Year Ended December 31, 2024			Year Ended December 31, 2023
Net income	$	2,124,976		$	6,338,750
Interest income		(1,523	)		(1,616	)
Interest expense		4,105,198			4,236,149
Income tax expense		102,085			234,980
Depreciation and amortization		133,334			33,333
EBITDA	$	6,464,070		$	10,841,596

	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
	(Unaudited)			(Unaudited)
Net income	$	2,349,501		$	1,235,716
Interest income		(14,261	)		(761	)
Interest expense		3,203,083			1,855,508
Income tax expense		178,647			306,571
Depreciation and amortization		66,667			66,667
EBITDA	$	5,783,637		$	3,463,701

Common stock offered		1,275,510
Shares of common stock outstanding prior to this offering		9,441,853 shares
Common stock to be outstanding after this offering		10,717,363 shares (or 10,908,689 shares if the underwriters exercise their over-allotment option in full).
Over-allotment option		We have granted the underwriters exercisable for 45 days from the date of this prospectus to purchase up to 191,326 additional shares of our common stock, at price equal to the public offering price per share in this offering less underwriting discounts and commissions, solely to cover over-allotments, if any.
Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $4.4 million, or approximately $5.1 million if the underwriters exercise their over-allotment option in full, assuming a public offering price of $3.92 per share, which is the last reported sale price of our common stock on the Nasdaq Capital Market on August 12, 2025. We intend to use the net proceeds of this offering for general corporate purposes. See “Use of Proceeds.”
Risk factors		You should read the “Risk Factors” section of this prospectus beginning on page 11 of this prospectus and under similar headings in the documents incorporated by reference into this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
Nasdaq Capital Market symbol		SNYR.
Transfer Agent and Registrar		VStock Transfer, LLC,

	As of June 30, 2025
	Actual			As Adjusted
Cash and cash equivalents	$	1,458,561		$	5,867,751

Capitalization:
Current debt:
Short term loans payable, net of debt discount		1,894,857			1,894,857
Total current debt		1,894,857			1,894,857
Long-term debt:
Notes payable, net of debt discount		24,978,999			24,978,999
Total long-term debt		24,978,999			24,978,999
Stockholders’ deficit:
Common stock, $0.00001 par value; 300,000,000 shares authorized; 9,621,926 shares issued and 9,441,853 shares outstanding, actual; and 10,897,436 shares issued and 10,717,363 outstanding, as adjusted		96			109
Additional paid in capital		29,508,354			33,917,531
Accumulated other comprehensive loss		(9,838	)		(9,838	)
Accumulated deficit		(41,750,312	)		(41,750,312	)
Less: Treasury stock (180,073 shares) at cost		(127,500	)		(127,500	)
Total stockholders’ deficit		(12,379,200	)		(7,970,010	)
Total Capitalization	$	14,494,656		$	18,903,846

Assumed public offering price per share				$	3.92
Historic net tangible book value (deficit) per share as of June 30, 2025	$	(1.33	)
Increase in net tangible book value per share attributable to new investors in this offering	$	0.57
As adjusted net tangible book value per share as of June 30, 2025 after this offering					(0.76	)
Dilution in net tangible book value per share to new investors in this offering				$	4.68

	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders	9,441,853	88	%	$	29,508,450	86	%	$	3.13
New investors	1,275,510	12	%		4,999,999	14	%	$	3.92
Total	10,717,363	100.0	%		34,508,449	100.0	%	$	3.22

	Per Share	Total Assuming No Exercise of Over-Allotment Option	Total Assuming Full Exercise of Over-Allotment Option
Public offering price	$	$	$
Underwriting discounts and commissions (7%)	$	$	$
Proceeds, before expenses, to us	$	$	$

	Amount Paid or to be Paid
SEC registration fee	$	905.57
FINRA filing fee		1,362.50
Legal fees and expenses		75,000
Accounting fees and expenses		75,000
Total	$	152,268.07

Underwriters		Number of Shares
Bancroft Capital, LLC



Total

Exhibit No.		Description
1.1		Form of Underwriting Agreement.
3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on September 16, 2024).
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. on June 18, 2025).
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
4.1		Form of Underwriter Warrants.
5.1		Opinion of Nelson Mullins Riley & Scarborough LLP.
10.1#		Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp. and Kenek Brands Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.2		Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp. (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.3		Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp. and Knight Therapeutics (Barbados) Inc. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.4#		Synergy Strips Corp. 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.5#		Synergy CHC Corp. 2024 Equity Incentive Plan, and amendment thereto (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.6		First Amendment to Loan Agreement, dated November 12, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.7		Amendment to First Amendment Agreement, dated December 3, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.8		Amendment and Confirmation Agreement, dated December 3, 2015, by and among Knight Therapeutics (Barbados) Inc., Nomad Choice Pty Ltd., Synergy CHC Corp. and Breakthrough Products, Inc. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.9		FOCUSfactor Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.10		Amended and Restated Loan Agreement, dated August 9, 2017, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.11		First Amendment to Amended and Restated Loan Agreement, dated May 14, 2018, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.12		Second Amendment to Amended and Restated Loan Agreement, dated March 27, 2019, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).

Exhibit No.		Description
10.13		Third Amendment Agreement, dated May 8, 2020, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.14		Fourth Amendment Agreement, dated July 7, 2022, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.15		Fifth Amendment Agreement, dated September 30, 2023, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.16		Sixth Amendment Agreement, dated June 6, 2024, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp. (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.17		Distribution Agreement (Canada), dated February 15, 2016, between Knight Therapeutics Inc. and Nomad Choice Pty Ltd. (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.18		Distribution Agreement (Remaining Territories), dated February 15, 2016, between Knight Therapeutics (Barbados) Inc. and Nomad Choice Pty Ltd. (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.19		Distribution Agreement (Canada), dated January 1, 2017, between Knight Therapeutics Inc. and Sneaky Vaunt Corp. (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.20		Distribution Agreement (Remaining Territories), dated January 1, 2017, between Knight Therapeutics (Barbados) Inc. and Sneaky Vaunt Corp. (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.21+		Costco Wholesale Basic Vendor Agreement, dated October 9, 2009, between Factor Nutrition Labs LLC and Costco Wholesale Corporation (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.22+		Supplier Agreement by and among Factor Nutrition Labs LLC and Wal-Mart Stores, Inc., Wal-Mart Stores East, LP, Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam’s West, Inc., and Sam’s East, Inc. (incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.23		Master Vendor Agreement, dated July 26, 2022, between iHerb, LLC and Synergy CHC Corp. (incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.24		Merchant Loan Agreement, dated January 29, 2024, between WebBank and Synergy CHC Corp. (incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.25		Merchant Loan Agreement, dated May 1, 2024, between WebBank and Synergy CHC Corp. (incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.26		Promissory Note, dated February 10, 2022, by Synergy CHC Corp. in favor of Don Sanders (incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).
10.27		Form of Securities Purchase Agreement, dated March 8, 2022, by and between Synergy CHC Corp. and the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1, filed by Synergy CHC

SEC Form S-1 filed by Synergy CHC Corp.