8-K
Synergy CHC Corp. (SNYR)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities ExchangeAct of 1934
Date of Report (Date of
earliest event reported): September 22, 2025
SYNERGY CHC CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-42374 | 99-0379440 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) | |
| 865 Spring Street, Westbrook, Maine | 04092 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(207) 321-2350
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.00001 per share | SNYR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company ☐
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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Director Resignation
On September 22, 2025, Scott Woodburn, a member of the Board of Directors (the “Board”) of Synergy CHC Corp. (the “Company”), notified the Board that he was resigning from the Board, including all committees of the Board, in connection with his appointment as Head of Strategic Partnerships for the Company. Mr. Woodburn did not resign due to any disagreement with the Company, its board of directors or its management regarding any matters relating to the Company’s operations, policies or practices.
Director Appointment
On September 22, 2025, the Board appointed Teresa Thompson to fill the resulting vacancy created by Mr. Woodburn’s resignation. Ms. Thompson will fill the vacancies created on the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee created by Mr. Woodburn’s resignation. Ms. Thompson was not appointed pursuant to any arrangement or understanding between her and any other persons. In addition, Ms. Thompson has entered into an indemnification agreement with the Company, the form of which was previously filed as Exhibit 10.38 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 28, 2024. Ms. Thompson will receive annual cash compensation of $25,000 per year and an annual equity award of $25,000 per year for her service as a director.
From September 1986 to June 2025, Ms. Thompson served as a pharmacy OTC buyer for Costco Wholesale, where she was primarily responsible for overseeing Costco U.S.’s vitamins and supplements. Ms. Thompson was appointed to the Board because of her experience in the vitamin and supplement market, as well as her vast experience in the retail industry.
A press release announcing Mr. Woodburn’s appointment as Head of Strategic Partnerships and Ms. Thompson’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
1
Item 9.01 FinancialStatements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 22, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
2
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 hereunto duly authorized.
| Date: September 22, 2025 | ||
|---|---|---|
| SYNERGY CHC CORP. | ||
| By: | /s/ Jack Ross | |
| Name: | Jack Ross | |
| Title: | Chief Executive Officer |
3
Exhibit 99.1
Synergy CHC (NASDAQ: SNYR) Taps Former Coca-Cola Executive to LeadStrategic Partnerships; Appoints Veteran Costco Buyer to Board of Directors
Board member Scott Woodburn transitions to Head of Strategic Partnershipsto accelerate FOCUSfactor Energy Drink expansion
Former Costco Buyer Teresa Thompson brings nearly 40 years of retailexpertise in vitamins and supplements
WESTBROOK, Maine, September 22, 2025 – Synergy CHCCorp. (NASDAQ: SNYR) (“Synergy” or the “Company), a leading consumer health and wellness company, today announced two key leadership changes: Scott Woodburn has been appointed to Head of Strategic Partnerships to drive the Company’s expansion in functional beverages, and Teresa Thompson has been appointed to Synergy’s Board of Directors (the “Board”), effective immediately. In connection with Woodburn’s new role, he has resigned from the Board. Thompson will also serve on the Audit, Compensation, and Nominating and Corporate Governance Committees, filling the positions previously held by Woodburn.
Scott Woodburn, who has served on Synergy’s Board since October 2024, brings over 30 years of executive leadership across the global beverage and consumer goods industries. A former Vice Presidentof National and Global Accounts at Coca-Cola, he has led international brand growth, executed large-scale sales strategies, and built enduring partnerships with major retail and QSR chains. He also leads a beverage-focused consulting firm, serves as an advisor to investment bank Silverwood Partners, and most recently held the role of SVP of Sales at Fuling USA. With a proven track record scaling Fortune 500 brands, Woodburn is set to accelerate Synergy’s beverage innovation and market expansion in the rapidly growing $100B+global energy and wellness drinks market.
“Scott’s appointment is a game-changer,” said JackRoss, CEO of Synergy CHC Corp. “He’s scaled billion-dollar beverage brands, built elite global sales teams, and knows how to capture market share fast. His leadership will be pivotal as we grow our FOCUSfactor Energy Drink platform and compete in the high-demand better-for-you drinks space.”
New Director Appointment
Synergy has appointed Teresa Thompson to its Board of Directors, filling the vacancy created by Woodburn’s transition**.** Thompson is a seasoned retail executive with nearly four decades of experience at Costco Wholesale, including 29 years as a Pharmacy OTC Buyer. In that role, she oversaw the vitamins and supplements categories for Costco’s U.S. warehouses, managing vendor relationships, optimizing product assortments, and implementing strategic initiatives that enhanced the customer experience.
“Teresa brings unmatched expertise in the vitamins and supplements space, with deep knowledge of consumer health products and retail operations,” added Ross. “Her insights will be invaluable as we continue to scale the FOCUSfactor brand globally and expand our reach in wellness and functional nutrition.”
Functional Beverage Expansion Is Underway
Synergy’s entry into the functional drinks category is led by the launch of FOCUSfactor Energy Drinks, crafted with fast-acting B-vitamins and nootropics to enhance mental clarity and clean energy. These clean-label beverages align with Synergy’s flagship FOCUSfactor brain-health supplement—available in major retailers such as Costco, Walmart, Amazon, CVS, Walgreens, etc., and other top chains across the U.S., Canada, and the U.K.
“This is a rare opportunity to help shape a new leader in functional beverages,” said Scott Woodburn, Head of Strategic Partnerships at Synergy CHC Corp. “Synergy is gaining real momentum, and I’m excited to help drive scalable, long-term growth in this exciting vertical.”
About Synergy CHC Corp.
Synergy CHC Corp. develops and markets consumer health and wellness products, led by its flagship brands FOCUSfactor^®^ and Flat Tummy^®^. FOCUSfactor^®^, a clinically studied brain health supplement and functional beverage line with a 25-year legacy, enjoys established distribution in the U.S., Canada, and the U.K. through major retailers including Costco, Walmart, Amazon, BJ’s, and Walgreens, among others. The brand continues to accelerate growth, penetrating new markets both domestically and internationally, with recent retail wins across mass, grocery, pharmacy, convenience, and wholesale channels poised to drive meaningful gains in late 2025. Flat Tummy^®^ complements Synergy’s portfolio as a lifestyle brand focused on women’s wellness and weight management.
Investor Relations
Gateway Group
Cody Slach, Greg Robles
949.574.3860
SNYR@gateway-grp.com