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): June 18, 2025
SYNERGY CHC CORP.
(Exact name of registrant as specified in its charter)
| Nevada | 001-42374 | 99-0379440 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| 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. ☐
Item 5.02. Departure of Directorsor Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2025, Synergy CHC Corp. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). As further discussed below, at the Annual Meeting, the Company’s stockholders approved a proposal to amend (the “Amendment”) the Synergy CHC Corp. 2024 Equity Incentive Plan (the “2024 Plan”) to increase the aggregate number of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), available for issuance under the 2024 Plan to 2,252,102 shares of Common Stock. There were no other changes to the 2024 Plan. The board of directors of the Company had previously approved the Amendment on July 25, 2024.
The summary of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The disclosure set forth below in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendmentsto Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described under “Proposed Amendment to the Articles of Incorporation” of Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to authorize the issuance of up to 1,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”).
The summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
The disclosure set forth below in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 5.07. Submissionof Matters to a Vote of Security Holders.
Summary of ProposalsSubmitted to Stockholders
At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement for the 2025 Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025:
| Proposal 1: | The election of five (5) directors, each to serve until the 2026 annual meeting of stockholders. |
|---|---|
| Proposal 2: | The ratification of the appointment of RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| Proposal 3: | The approval of an amendment to the 2024 Plan to increase the number of shares of Common Stock available for issuance under the 2024 Plan to 2,252,102 shares. |
| Proposal 4: | The approval of an amendment to the Articles of Incorporation to authorize the issuance of up to 1,000,000 shares of Preferred Stock. |
1
Voting Results
On April 21, 2025 (the “Record Date”), there were 8,752,178 shares of Common Stock outstanding and entitled to vote. Of the 8,752,178 votes that were eligible to be cast by the holders of Common Stock at the Annual Meeting, 7,377,102 votes, or approximately 84.29% of the total, were represented at the Annual Meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:
Proposal 1: Electionof Directors.
The Company’s stockholders elected the following directors to serve until the 2026 annual meeting of stockholders. The votes regarding the election of these directors were as follows:
| Director Nominee | Votes For | Votes<br><br> Withheld | Broker<br><br> Non-Votes | |||
|---|---|---|---|---|---|---|
| Alfred Baumeler | 6,195,322 | 15,108 | 1,166,672 | |||
| Nitin Kaushal | 6,192,274 | 18,156 | 1,166,672 | |||
| Jack Ross | 6,195,318 | 15,112 | 1,166,672 | |||
| J. Paul SoRelle | 6,195,362 | 15,068 | 1,166,672 | |||
| Scott Woodburn | 6,195,372 | 15,058 | 1,166,672 |
Proposal 2: Ratificationof the Appointment of RBSM.
The Company’s stockholders ratified the appointment of RBSM as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 7,359,134 | 14,586 | 3,382 | - |
Proposal 3: ProposedAmendment to the 2024 Plan.
The Company’s stockholders approved the proposal to amend the 2024 Plan to increase the number of shares of Common Stock available for issuance under the 2024 Plan to 2,252,102 shares of Common Stock. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 6,183,406 | 26,984 | 40 | 1,166,672 |
Proposal 4: ProposedAmendment to the Articles of Incorporation.
The Company’s stockholders approved the proposal to amend the Company’s Articles of Incorporation to authorize the issuance of up to 1,000,000 shares of Preferred Stock. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 6,174,448 | 30,942 | 5,040 | 1,166,672 |
Item 9.01. FinancialStatements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to Articles of Incorporation |
| 10.1 | Amendment to Synergy CHC Corp. 2024 Equity Incentive Plan |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: June 18, 2025 | ||
|---|---|---|
| SYNERGY CHC CORP. | ||
| By: | /s/ Jack Ross | |
| Name: | Jack Ross | |
| Title: | Chief Executive Officer |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SYNERGY CHC CORP.
Adopted in accordance with the provisions
of Section 78.2055 of the Nevada Revised Statutes
Synergy CHC Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, by its duly authorized officer, does hereby certify:
FIRST: That the Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 78.2055 of the Nevada Revised Statutes setting forth a proposed amendment to the Articles of Incorporation of the Corporation (the “Certificate of Amendment”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 78.2055 of the Nevada Revised Statutes. The amendment amends the Articles of Incorporation of the Corporation as follows:
Article 3 of the Corporation’s Articles of Incorporation shall be amended by adding a new paragraph after the second paragraph of Article 3 to read as follows:
“The Company shall have authority to issue 1,000,000 shares of Preferred Stock, par value $0.00001. The Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”
***
INWITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Articles of Incorporation to be executed by Jack Ross, its Chief Executive Officer, this 18^th^ day of June, 2025.
| SYNERGY CHC CORP. | |
|---|---|
| By: | /s/ Jack Ross |
| Name: | Jack Ross |
| Title: | Chief Executive Officer |
Exhibit 10.1
AMENDMENT NO. 2
TO
SYNERGY CHC CORP.
2024 EQUITY INCENTIVE PLAN
WHEREAS, Synergy CHC Corp. (the “Company”) previously established the 2024 Equity Incentive Plan of the Company (the “Plan”); and
WHEREAS, Section 13(a) of the Plan permits the Board of Directors of the Company to amend the Plan as set forth herein, subject to the approval of the Company’s stockholders as required by applicable law;
WHEREAS, the Board of Directors and the Company’s stockholders have approved this amendment as required by applicable law and the Company’s governing documents.
NOW, THEREFORE, the Plan is hereby amended, effective as of June 18, 2025, as follows:
- Section 5(b) is hereby deleted and replaced with the following (the “Amendment”):
Subject to Section 12 of the Plan, the Committee is authorized to deliver under the Plan an aggregate of two million two hundred fifty two thousand one hundred two (2,252,102) shares of Common Stock, all of which may be issued pursuant to the exercise of Incentive Stock Options.
This Amendment shall be effective as of the date set forth above.
In all other respects, the Plan is hereby ratified and confirmed.
Approved by the Board of Directors: July 25, 2024
Approved by the Stockholders: June 18, 2025