8-K
Synergy CHC Corp. (SNYR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2025
SYNERGY
CHC CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-42374 | 99-0379440 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission File<br> Number) | (IRS<br> Employer |
| of<br> Incorporation) | Identification<br> No.) | |
| 865 Spring Street, Westbrook, Maine | 04092 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: (902) 237-1220
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item2.02. Results of Operations and Financial Condition.
On May 15, 2025, Synergy CHC Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
**Item9.01 Financial Statements and Exhibits.**
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated May 15, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the inline XBRL document) |
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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:<br> May 15, 2025 | ||
|---|---|---|
| SYNERGY CHC CORP. | ||
| By: | /s/ Jack Ross | |
| Name: | Jack<br> Ross | |
| Title: | Chief<br> Executive Officer |
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Exhibit 99.1
Synergy CHC Corp Reports Growth in EarningsPer Share for its First Quarter 2025 Financial Results and its Ninth Consecutive Quarter of Profitability
WESTBROOK, Maine, May 15, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, is announcing its financial results for the three months ended March 31, 2025.
“We are very pleased to report 30% growth in earnings per share year-over-year, marking our ninth consecutive quarter of profitability,” said Jack Ross, CEO of Synergy. “Additionally, we expanded our EBITDA margins significantly to 24.1% compared to 19.7% in the prior year period. This performance highlights the strength of our operating model and our ongoing discipline around cost management.”
“We continue to make meaningful progress toward our 2025 priorities, including preparing for international expansion into three new markets later this year for our FOCUSfactor brand and Ready-To-Drink beverages, and expanding our Flat Tummy product line in response to rising interest in GLP-1 support. We also successfully entered into term sheets to refinance our debt that we expect to close as expeditiously as possible, which is expected to accelerate free cash flow in the business in the near term and extend our debt maturity date into 2029. This will provide us the added flexibility to pursue our long-term strategic goals and accelerate our 2025 growth initiatives. With continued momentum and the expected refinancing, Synergy has a clear path forward. We remain confident in our ability to drive sustainable growth and shareholder value. We are truly excited about our ability to accelerate our growth initiatives in the coming quarters.”
First Quarter 2025 Financial Summary vs. SameYear-Ago Period
| ● | Revenue of $8.2 million vs. $9.4 million. |
|---|---|
| ● | Gross margin of 75.4% vs. 72.0%. |
| --- | --- |
| ● | Income from operations of $1.9 million vs. $1.8<br>million. |
| --- | --- |
| ● | Net income of $876.3 thousand vs. $580.5 thousand. |
| --- | --- |
| ● | Earnings per share of $0.10 vs. $0.08. |
| --- | --- |
| ● | EBITDA,<br>a non-GAAP financial measure, was $1.98 million vs. $1.85 million. |
| --- | --- |
Recent Business Highlights
| ● | Synergy entered and continued debt refinancing<br>negotiations during and after the first quarter, aiming to extend the maturity to 2029. |
|---|---|
| ● | Synergy has established a wholly owned subsidiary<br>in Mexico and is actively working to onboard several key suppliers and retailers in the region. |
| --- | --- |
| ● | Synergy signed a new long-term supplier agreement<br>for FOCUSfactor products, effective April 2025, which is expected to deliver significant cost savings. |
| --- | --- |
| ● | During the first quarter, the Company reduced<br>outstanding liabilities by $1.7 million. |
| --- | --- |
First Quarter 2025 Financial Results
Revenue in the first quarter of 2025 was $8.2 million, down 13% compared to $9.4 million in the first quarter of 2024. The decrease was driven by a new product sell-in to one customer in 2024, that did not repeat in 2025.
Gross margin in the first quarter of 2025 was 75.4% compared to 72.0% in the first quarter of 2024. The increase was largely driven by a favorable shift in product mix.
Operating expenses in the first quarter of 2025 were $4.2 million, down 15% compared to $5.0 million in the first quarter of 2024. The improvement was driven by management of operating costs and the decrease in net revenue.
Income from operations for the first quarter of 2025 was $1.9 million, up 8% compared to $1.8 million in the first quarter of 2024. The increase in operating income was due to a decrease in operating expenses.
Net income in the first quarter of 2025 was $876.3 thousand, up 51% compared to net income of $580.5 thousand in the first quarter of 2024.
EBITDA (a non-GAAP financial measure) in the first quarter of 2025 was $1.98 million, up 7% compared to $1.85 million in the first quarter of 2024. The increase was primarily due to lower SG&A expenses.
Balance Sheet and Cash Flow
As of March 31, 2025, Synergy had approximately $177.9 thousand in cash and cash equivalents, compared to $687.9 thousand in cash and cash equivalents as of December 31, 2024. As of March 31, 2025, Synergy had $31.3 million in total liabilities, compared to $33.0 million in total liabilities as of December 31, 2024, an improvement of $1.7 million.
As of March 31, 2025, Synergy had $2.3 million in inventory, compared to $1.7 million in inventory as of December 31, 2024.
Cash used in operating activities for the three months ended March 31, 2025 was $822.8 thousand compared to cash used in operating activities of $858 thousand for the three months ended March 31, 2024.
EBITDA
Along with this information, to assist financial statement users in an assessment of our historical performance, the Company discloses non-GAAP financial measures in press releases and on investor conference calls and related events, as the Company believes that the non-GAAP information enhances investors’ overall understanding of our financial performance, and should be read in addition to, rather than instead of, the financial statements prepared in accordance with GAAP.
The following table reconciles net income to EBITDA (in millions of US dollars):
| 3 Months ended March 31 | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Net income for the period | $ | 0.88 | $ | 0.58 | |
| Adjusted for: | |||||
| Interest expense, net | 1.08 | 1.11 | |||
| Amortization of intangible assets | 0.03 | 0.03 | |||
| Taxes expense (benefit) | (0.01 | ) | 0.13 | ||
| EBITDA | $ | 1.98 | $ | 1.85 |
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Conference Call
In conjunction with this announcement, Synergy will host a conference call at 9:00 a.m. ET / 6:00 a.m. PT on May 15, 2025 with the Company’s Chief Executive Officer, Jack Ross, and the Company’s Chief Financial Officer, Jaime Fickett. A live webcast of the call will be available on the Investor Relations section of Synergy’s website. To access the call by phone, please register here and you will be provided with dial in details. To avoid delays, we encourage participants to dial into the conference call 15 minutes ahead of the scheduled start time. A replay of the webcast will also be available for a limited time on the Company’s website.
About Synergy CHC Corp.
Synergy CHC Corp. is a provider of consumer health care and lifestyle products. Synergy’s current brand portfolio consists of two marquee brands, FOCUSfactor, a clinically-tested brain health supplement that has been shown to improve memory, concentration and focus, and Flat Tummy, a lifestyle and wellness brand that provides a suite of nutritional products to help women achieve their weight management goals.
Forward Looking Statements
Certain statements contained in this pressrelease constitute “forward-looking statements,” including statements regarding expansion and growth initiatives, refinancingof our indebtedness and our free cash flow. These forward-looking statements represent Synergy’s expectations or beliefs concerning futureevents, and it is possible that the results described in this press release will not be achieved. These forward-looking statements aresubject to risks, uncertainties and other factors, which are set forth in Synergy’s registration statement on Form S-1, as amended, manyof which are outside of Synergy’s control, that could cause actual results to differ materially from the results discussed in the forward-lookingstatements.
Any forward-looking statement speaks only asof the date on which it is made, and, except as required by law, Synergy does not undertake any obligation to update or revise any forward-lookingstatement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possiblefor Synergy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors andother cautionary statements in Synergy’s filings with the SEC. The risk factors and other factors noted in Synergy’s filings couldcause its actual results to differ materially from those contained in any forward-looking statement.
Investor Relations
Gateway Group
Cody Slach
949.574.3860
SNYR@gateway-grp.com
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Synergy CHC Corp.
Condensed Consolidated Balance Sheets
| December 31, <br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current Assets | |||||
| Cash and cash equivalents | 177,882 | $ | 687,920 | ||
| Restricted cash | 100,000 | 100,000 | |||
| Accounts receivable, net | 4,380,518 | 5,321,037 | |||
| Other receivables | 1,855,000 | 1,999,637 | |||
| Loan receivable (related party) | 4,375,892 | 4,375,059 | |||
| Prepaid expenses (including related party amount of 508,879 and 312,966, respectively) | 2,170,263 | 1,859,563 | |||
| Inventory, net | 2,346,487 | 1,716,552 | |||
| Total Current Assets | 15,406,042 | 16,059,768 | |||
| Intangible assets, net | 250,000 | 283,333 | |||
| Total Assets | 15,656,042 | $ | 16,343,101 | ||
| Liabilities and Stockholders’ Deficit | |||||
| Current Liabilities: | |||||
| Accounts payable and accrued liabilities (including related party payable of 217,956 and 88,644, respectively) | 3,098,590 | $ | 5,191,868 | ||
| Income taxes payable | 77,564 | 242,977 | |||
| Contract liabilities | 36 | 24,252 | |||
| Short term loans payable, net of debt discount | 4,754,555 | 7,725,272 | |||
| Current portion of long-term notes payable, net of debt discount and debt issuance cost, related party | 135,000 | 4,000,000 | |||
| Total Current Liabilities | 8,065,745 | 17,184,369 | |||
| Long-term Liabilities: | |||||
| Notes payable, net of debt discount, related parties | 12,333,053 | 8,333,053 | |||
| Notes payable | 10,896,610 | 7,457,022 | |||
| Total long-term liabilities | 23,229,663 | 15,790,075 | |||
| Total Liabilities | 31,295,408 | 32,974,444 | |||
| Commitments and contingencies | |||||
| Stockholders’ Deficit: | |||||
| Common stock, 0.00001 par value; 300,000,000 shares authorized; 8,752,178 and 8,721,818, shares issued, respectively; 8,572,105 and 8,541,745 outstanding, respectively | 88 | 87 | |||
| Additional paid in capital | 27,761,307 | 27,643,660 | |||
| Accumulated other comprehensive loss | (49,712 | ) | (47,777 | ) | |
| Accumulated deficit | (43,223,549 | ) | (44,099,813 | ) | |
| Less: Treasury stock (180,073 shares) at cost | (127,500 | ) | (127,500 | ) | |
| Total stockholders’ deficit | (15,639,366 | ) | (16,631,343 | ) | |
| Total Liabilities and Stockholders’ Deficit | 15,656,042 | $ | 16,343,101 |
All values are in US Dollars.
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Synergy CHC Corp.
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income
| For the three months ended | For the three<br> months ended | |||||
|---|---|---|---|---|---|---|
| March 31,<br> 2025 | March 31,<br> 2024 | |||||
| Revenue | ||||||
| Product Sales | 6,670,534 | $ | 9,411,863 | |||
| License Revenue | 1,500,000 | - | ||||
| Total Revenue | 8,170,534 | 9,411,863 | ||||
| Cost of Sales | 2,006,513 | 2,637,139 | ||||
| Gross Profit | 6,164,021 | 6,774,724 | ||||
| Operating expenses | ||||||
| Selling and marketing | 2,876,271 | 3,584,677 | ||||
| General and administrative | 1,306,714 | 1,348,385 | ||||
| Depreciation and amortization | 33,333 | 33,333 | ||||
| Total operating expenses | 4,216,318 | 4,966,395 | ||||
| Income from operations | 1,947,703 | 1,808,329 | ||||
| Other (income) expenses | ||||||
| Interest income | (13,882 | ) | (387 | ) | ||
| Interest expense | 1,095,369 | 1,109,980 | ||||
| Remeasurement loss (gain) on translation of foreign subsidiary | 1,412 | (8,983 | ) | |||
| Total other expenses | 1,082,899 | 1,100,610 | ||||
| Net income before income taxes | 864,804 | 707,719 | ||||
| Income tax benefit (expense) | 11,460 | (127,189 | ) | |||
| Net income after tax | $ | 876,264 | $ | 580,530 | ||
| Net income per share – basic | $ | 0.10 | $ | 0.08 | ||
| Net income per share – diluted | $ | 0.10 | $ | 0.08 | ||
| Weighted average common shares outstanding | ||||||
| Basic | 8,560,636 | 7,373,745 | ||||
| Diluted | 8,577,620 | 7,373,745 | ||||
| Comprehensive income: | ||||||
| Net income | $ | 876,264 | $ | 580,530 | ||
| Foreign currency translation adjustment | (1,935 | ) | 131,637 | |||
| Comprehensive income | $ | 874,329 | $ | 712,167 |
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Synergy CHC Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
| For the three<br> months ended | For the three months ended | |||||
|---|---|---|---|---|---|---|
| March 31,<br> 2025 | March 31,<br> 2024 | |||||
| Cash Flows from Operating Activities | ||||||
| Net income | $ | 876,264 | $ | 580,530 | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||
| Amortization of debt discount and debt issuance cost | 406,841 | - | ||||
| Depreciation and amortization | 33,333 | 33,334 | ||||
| Foreign currency transaction loss (gain) | (3,137 | ) | 11,178 | |||
| Remeasurement gain on translation of foreign subsidiary | (1,412 | ) | (8,983 | ) | ||
| Non cash implied interest | - | 7,199 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 940,519 | (318,330 | ) | |||
| Other receivables | 144,637 | - | ||||
| Loan receivable, related party | (833 | ) | 25,162 | |||
| Inventory | (629,935 | ) | 1,016,455 | |||
| Prepaid expenses | (114,787 | ) | (202,888 | ) | ||
| Prepaid expense, related party | (195,913 | ) | (165,687 | ) | ||
| Income taxes payable | (165,413 | ) | (20,315 | ) | ||
| Contract liabilities | (24,216 | ) | 12,932 | |||
| Accounts payable and accrued liabilities | (2,218,041 | ) | (1,808,989 | ) | ||
| Accounts payable, related party | 129,312 | (19,640 | ) | |||
| Net cash used in operating activities | (822,781 | ) | (858,042 | ) | ||
| Cash Flows from Investing Activities | - | - | ||||
| Cash Flows from Financing Activities | ||||||
| Advances from related party | 135,000 | 1,400,000 | ||||
| Repayment of notes payable, related party | - | (84,500 | ) | |||
| Proceeds from notes payable | 1,496,250 | 125,000 | ||||
| Repayment of notes payable | (1,316,572 | ) | (435,880 | ) | ||
| Net cash provided by financing activities | 314,678 | 1,004,620 | ||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | (1,935 | ) | 131,637 | |||
| Net decrease in cash, cash equivalents and restricted cash | (510,038 | ) | 278,215 | |||
| Cash and restricted cash, beginning of year | 787,920 | 732,534 | ||||
| Cash and restricted cash, end of period | $ | 277,882 | $ | 1,010,749 | ||
| Supplemental Disclosure of Cash Flow Information: | ||||||
| Cash paid during the period for: | ||||||
| Interest | $ | 573,529 | $ | 1,102,781 | ||
| Income taxes | $ | - | $ | 147,728 | ||
| Supplemental Disclosure of Noncash Investing and Financing Activities: | ||||||
| Accounts payable converted to loan payable upon settlement | $ | - | $ | 3,770,824 | ||
| Issuance of common stock for loan financing | $ | 117,648 | $ | - |
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