SNYRQ 8-K
Synergy CHC Corp. (SNYRQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2026, Synergy CHC Corp. (the “Company”) held its 2026 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 (i) 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 150,000,000 shares of Common Stock and (ii) permit repricing of outstanding awards. There were no other changes to the 2024 Plan. The board of directors of the Company had previously approved the Amendment on April 17, 2026.
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 5.07. Submission of Matters to a Vote of Security Holders.
Summary of Proposals Submitted 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 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026:
| Proposal 1: | The election of five (5) directors, each to serve until the 2027 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, 2026. |
| Proposal 3: | The approval of an amendment to the 2024 Plan to (i) increase the number of shares of Common Stock available for issuance under the 2024 Plan to 150,000,000 shares and (ii) permit repricing of outstanding awards. |
| Proposal 4: | The approval of the full issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d). |
| Proposal 5: | The approval of one or more reverse stock splits of our issued and outstanding shares of Common Stock at one or more specific ratios to be determined by the Board, provided that the aggregate ratio of all such reverse stock splits does not exceed 1-for-200. |
Voting Results
On April 24, 2026 (the “Record Date”), there were 14,899,883 shares of Common Stock outstanding and entitled to vote. Of the 14,899,883 votes that were eligible to be cast by the holders of Common Stock at the Annual Meeting, 9,808,119 votes, or approximately 65% of the total, were represented at the Annual Meeting virtually 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:
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Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve until the 2027 annual meeting of stockholders. The votes regarding the election of these directors were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Alfred Baumeler | 7,184,954 | 466,393 | 2,156,772 | |||||||||
| Nitin Kaushal | 7,176,292 | 475,055 | 2,156,772 | |||||||||
| Jack Ross | 7,183,853 | 467,494 | 2,156,772 | |||||||||
| J. Paul SoRelle | 7,183,937 | 467,410 | 2,156,772 | |||||||||
| Teresa Thompson | 7,180,349 | 470,998 | 2,156,772 | |||||||||
Proposal 2: Ratification of 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, 2026. The votes regarding this proposal were as follows:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 9,808,117 | 472,432 | 13,197 | - |
Proposal 3: Proposed Amendment to the 2024 Plan.
The Company’s stockholders approved the proposal to amend the 2024 Plan to (i) increase the number of shares of Common Stock available for issuance under the 2024 Plan to 150,000,000 shares and (ii) permit repricing of outstanding awards. The votes regarding this proposal were as follows:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 6,782,598 | 860,297 | 8,451 | 2,156,773 |
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Proposal 4: Proposed Issuance of Shares of Common Stock.
The Company’s stockholders approved the proposal regarding the full issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d). The votes regarding this proposal were as follows:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 7,327,670 | 301,715 | 21,961 | 2,156,772 |
Proposal 5: Proposed Reverse Stock Split.
The Company’s stockholders approved the proposal to approve one or more reverse stock splits of our issued and outstanding shares of Common Stock at one or more specific ratios to be determined by the Board, provided that the aggregate ratio of all such reverse stock splits does not exceed 1-for-200. The votes regarding this proposal were as follows:
Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 8,827,762 | 969,208 | 11,148 | - |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to Synergy CHC Corp. 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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: June 29, 2026 | ||
| SYNERGY CHC CORP. | ||
| By: | /s/ Jack Ross | |
| Name: | Jack Ross | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
AMENDMENT NO. 3
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 29, 2026, as follows:
| 1. | 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 one hundred fifty million (150,000,000) shares of Common Stock, all of which may be issued pursuant to the exercise of Incentive Stock Options.”
| 2. | Section 13(a) is hereby amended by deleting the proviso beginning with “provided that (i) no amendment…” in its entirety and replacing it with the following: |
“provided that no such amendment, alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Common Stock may be listed or quoted);”
| 3. | Section 13(b) is hereby amended by deleting the proviso beginning with “provided, further, that without shareholder approval…” in its entirety and replacing it with the following: |
“provided, further, that the Committee may modify the purchase price or the Exercise Price of any outstanding Award, or cancel any Award in exchange for cash or another Award, in each case without the approval of the Company’s shareholders.”
| 4. | This Amendment shall be effective as of the date set forth above. |
| 5. | In all other respects, the Plan is hereby ratified and confirmed. |
* * *
Approved by the Board of Directors: April 17, 2026
Approved by the Stockholders: June 29, 2026