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 2.02. Results of Operations and Financial Condition.
On November 13, 2025, Synergy CHC Corp. (the “Company”) issued a press release announcing its financial and operating results for the quarter ended September 30, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 13, 2025 | |
| 104 | Cover 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: November 13, 2025 | ||
| SYNERGY CHC CORP. | ||
| By: | /s/ Jack Ross | |
| Name: | Jack Ross | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Synergy CHC Corp. Reports Third Quarter 2025 Financial Results and its Eleventh Consecutive Quarter of Profitability
WESTBROOK, Maine, November 13, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, is announcing its financial results for the three months ended September 30, 2025.
“We are pleased to report our 11th quarter of profitability and double-digit revenue growth, accompanied by over 300 basis points of gross margin expansion,” said Jack Ross, CEO of Synergy CHC Corp. “We made meaningful progress across our strategic priorities by expanding retail authorizations and distribution partnerships for our FOCUSfactor functional beverages and shots. Key partnerships with leading retailers, including Kroger and Wakefern, are strengthening our reach across North America. Additionally, we completed a $4.4 million public offering in August, providing us with added working capital to support continued growth and brand expansion. With this added flexibility, along with our retail and distribution efforts, we’re well positioned for growth in the fourth quarter and beyond, which we believe will create meaningful value for our shareholders.”
Third Quarter 2025 Financial Summary vs. Same Year-Ago Period
| ● | Revenue of $8.0 million vs. $7.1 million. | |
| ● | Gross margin of 70.9% vs. 67.2%. | |
| ● | Income from operations of $1.28 million vs. $1.05 million. | |
| ● | Net income of $125.3 thousand vs. $783.6 thousand. | |
| ● | Earnings per share of $0.01 vs. $0.11. | |
| ● | EBITDA, a non-GAAP financial measure, was $1.31 million vs. $1.33 million. | |
| ● | Adjusted EBITDA, a non-GAAP financial measure, was $1.52 million vs. $1.34 million. | |
| ● | Adjusted EBITDA per share, a non-GAAP financial measure, was $0.15 vs. $0.18. |
Recent Business Highlights
| ● | Synergy recently announced multiple new retail and distribution wins for its FOCUSfactor supplements and beverages, including placements with Kroger and Wakefern, along with regional partnerships with EG America, AlaBev and Atlantic Importing. These agreements expand FOCUSfactor’s U.S. footprint across grocery, pharmacy and convenience channels. | |
| ● | On August 27, 2025, Synergy announced the completion of its $4.4 million underwritten public offering of common stock, providing additional working capital to support continued growth initiatives. | |
| ● | On September 22, 2025, Synergy appointed former Costco executive Teresa Thompson to the Board of Directors, strengthening the Company’s retail and consumer health expertise. | |
| ● | During the third quarter, the Company reduced outstanding liabilities by $3.3 million. | |
| ● | Subsequent to quarter end, Synergy announced that FOCUSfactor was named the #1 Pharmacist Recommended OTC Memory Supplement for 2025-2026 by Pharmacy Times, underscoring the brand’s category leadership and continued consumer and professional trust. |
Third Quarter 2025 Financial Results
Revenue in the third quarter of 2025 was $8.0 million, up 12.4% compared to $7.1 million in the third quarter of 2024.
Gross margin in the third quarter of 2025 was 70.9% compared to 67.2% in the third quarter of 2024. The increase was largely driven by a favorable shift in product mix.
Operating expenses in the third quarter of 2025 were $4.4 million, up 17.7% compared to $3.7 million in the third quarter of 2024. The increase was primarily driven by incremental costs associated with being a public company and the added costs of launching the Company’s beverage division.
Income from operations for the third quarter of 2025 was $1.28 million, up 21.8% compared to $1.05 million in the third quarter of 2024. The increase in operating income was due to the improvement in gross margin.
Net income in the third quarter of 2025 was $125.3 thousand compared to net income of $783.6 thousand in the third quarter of 2024.
Earnings per share in the third quarter of 2025 was $0.01 compared to $0.11 in the third quarter of 2024.
EBITDA (a non-GAAP financial measure) in the third quarter of 2025 was $1.31 million compared to $1.33 million in the third quarter of 2024.
Adjusted EBITDA (a non-GAAP financial measure) in the third quarter of 2025 was $1.52 million, up 13.4% compared to $1.34 million in the third quarter of 2024.
Adjusted EBITDA per share (a non-GAAP financial measure) in the third quarter was $0.15 compared to $0.18 in the third quarter of 2024.
Balance Sheet and Cash Flow
As of September 30, 2025, Synergy had approximately $1.0 million in cash and cash equivalents, compared to $687.9 thousand in cash and cash equivalents as of December 31, 2024.
As of September 30, 2025, Synergy had a working capital surplus of $16.68 million, compared to a $1.12 million working capital deficit as of December 31, 2024.
As of September 30, 2025, Synergy had $2.1 million in inventory, compared to $1.7 million in inventory as of December 31, 2024.
Cash used in operating activities for the nine months ended September 30, 2025 was $3.21 million compared to cash used in operating activities of $1.38 million for the nine months ended September 30, 2024. The increase was primarily attributable to a reduction in the Company’s liabilities and higher inventory investment to launch its beverage division.
Non-GAAP Financial Measure Reconciliation: EBITDA and Adjusted EBITDA
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.
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Management believes EBITDA and Adjusted EBITDA provide useful information to investors by excluding certain items that may not be indicative of the Company’s core operating results and that can vary significantly between periods. EBITDA is defined as net income plus interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA is calculated as EBITDA plus or minus foreign exchange gains or losses and non-cash expenses.
The following table reconciles net income to EBITDA and Adjusted EBITDA (in millions of US dollars):
| 3 Months ended September 30 | ||||||||
| 2025 | 2024 | |||||||
| Net income for the period | $ | 0.13 | $ | 0.78 | ||||
| Adjusted for: | ||||||||
| Interest expense, net | 1.16 | 0.71 | ||||||
| Amortization of intangible assets | 0.03 | 0.03 | ||||||
| Tax benefit | (0.01 | ) | (0.19 | ) | ||||
| EBITDA | $ | 1.31 | $ | 1.33 | ||||
| Foreign currency adjustment | 0.02 | 0.01 | ||||||
| Stock based compensation | 0.19 | - | ||||||
| Adjusted EBITDA | $ | 1.52 | $ | 1.34 | ||||
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 November 13, 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. 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.
Forward Looking Statements
Certain statements contained in this press release constitute “forward-looking statements,” including statements regarding brand expansion and growth initiatives. These forward-looking statements represent Synergy’s expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, which are set forth in Synergy’s registration statement on Form S-1, as amended, many of which are outside of Synergy’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of 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-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Synergy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Synergy’s filings with the SEC. The risk factors and other factors noted in Synergy’s filings could cause its actual results to differ materially from those contained in any forward-looking statement.
Investor Relations
Gateway Group
Cody Slach, Greg Robles
949.574.3860
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Synergy CHC Corp.
Condensed Consolidated Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 1,006,489 | $ | 687,920 | ||||
| Restricted cash | 100,000 | 100,000 | ||||||
| Accounts receivable, net | 6,812,649 | 5,321,037 | ||||||
| Other receivables | 2,182,755 | 1,999,637 | ||||||
| Loan receivable (related party) | 4,407,449 | 4,375,059 | ||||||
| Prepaid expenses (including related party amount of $1,050,212 and $312,966, respectively) | 3,852,311 | 1,859,563 | ||||||
| Inventory, net | 2,145,966 | 1,716,552 | ||||||
| Total Current Assets | 20,507,619 | 16,059,768 | ||||||
| Intangible assets, net | 183,333 | 283,333 | ||||||
| Total Assets | $ | 20,690,952 | $ | 16,343,101 | ||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities (including payable to shareholder of $88,770 and $88,644, respectively) | $ | 3,573,505 | $ | 5,191,868 | ||||
| Income taxes payable | 254,763 | 242,977 | ||||||
| Contract liabilities | 1,854 | 24,252 | ||||||
| Short term loans payable, net of debt discount | - | 7,725,272 | ||||||
| Current portion of long-term notes payable, net of debt discount and debt issuance cost, shareholder | - | 4,000,000 | ||||||
| Total Current Liabilities | 3,830,122 | 17,184,369 | ||||||
| Long-term Liabilities: | ||||||||
| Notes payable, net of debt discount, shareholder | - | 8,333,053 | ||||||
| Notes payable, net of debt discount | 25,113,177 | 7,457,022 | ||||||
| Total long-term liabilities | 25,113,177 | 15,790,075 | ||||||
| Total Liabilities | 28,943,299 | 32,974,444 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock, $0.00001 par value; 300,000,000 shares authorized; 11,431,926 and 8,721,818, shares issued, respectively; 11,251,853 and 8,541,745 outstanding, respectively | 114 | 87 | ||||||
| Additional paid in capital | 33,535,939 | 27,643,660 | ||||||
| Accumulated other comprehensive loss | (35,915 | ) | (47,777 | ) | ||||
| Accumulated deficit | (41,624,985 | ) | (44,099,813 | ) | ||||
| Less: Treasury stock (180,073 shares) at cost | (127,500 | ) | (127,500 | ) | ||||
| Total stockholders’ deficit | (8,252,347 | ) | (16,631,343 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 20,690,952 | $ | 16,343,101 | ||||
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Synergy CHC Corp.
Unaudited Condensed Consolidated Statements of Income and Comprehensive Income
| For the three months ended | For the nine months ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Product Sales | $ | 8,010,112 | $ | 7,126,333 | $ | 21,415,642 | $ | 24,563,039 | ||||||||
| License Revenue | - | - | 2,900,000 | - | ||||||||||||
| Total Revenue | 8,010,112 | 7,126,333 | 24,315,642 | 24,563,039 | ||||||||||||
| Cost of sales | 2,329,296 | 2,335,901 | 6,232,201 | 7,421,930 | ||||||||||||
| Gross profit | 5,680,816 | 4,790,432 | 18,083,441 | 17,141,106 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing | 2,729,767 | 2,509,440 | 8,668,249 | 9,149,303 | ||||||||||||
| General and administrative | 1,637,706 | 1,196,784 | 4,463,745 | 3,449,007 | ||||||||||||
| Depreciation and amortization | 33,333 | 33,333 | 100,000 | 100,000 | ||||||||||||
| Total operating expenses | 4,400,806 | 3,739,557 | 13,231,994 | 12,698,310 | ||||||||||||
| Income from operations | 1,280,010 | 1,050,875 | 4,851,447 | 4,442,796 | ||||||||||||
| Other (income) expenses | ||||||||||||||||
| Other income | (252,405 | ) | (252,405 | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Interest expense, net | 1,164,017 | 704,707 | 4,352,840 | 2,559,454 | ||||||||||||
| Gain on settlement of notes payable | - | (2,154,522 | ) | - | ||||||||||||
| Remeasurement loss on translation of foreign subsidiary | 1,773 | 7,279 | 10,762 | 2,166 | ||||||||||||
| Total other (income) expenses | 1,165,790 | 459,581 | 2,209,080 | 2,309,215 | ||||||||||||
| Net income before income taxes | 114,220 | 591,294 | 2,642,367 | 2,133,581 | ||||||||||||
| Income tax benefit (expense) | 11,107 | 192,299 | (167,540 | ) | (114,272 | ) | ||||||||||
| Net income after tax | $ | 125,327 | $ | 783,593 | $ | 2,474,827 | $ | 2,019,309 | ||||||||
| Net income per share – basic | $ | 0.01 | $ | 0.11 | $ | 0.27 | $ | 0.27 | ||||||||
| Net income per share – diluted | $ | 0.01 | $ | 0.11 | $ | 0.27 | $ | 0.27 | ||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 10,110,114 | 7,373,745 | 9,204,136 | 7,373,745 | ||||||||||||
| Diluted | 10,111,134 | 7,373,745 | 9,204,136 | 7,373,745 | ||||||||||||
| Comprehensive income: | ||||||||||||||||
| Net income | 125,327 | 783,593 | 2,474,827 | 2,019,309 | ||||||||||||
| Foreign currency translation adjustment | (26,077 | ) | (79,025 | ) | 11,862 | 108,348 | ||||||||||
| Comprehensive income | $ | 99,250 | $ | 704,568 | $ | 2,486,689 | $ | 2,127,657 | ||||||||
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Synergy CHC Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
| For the nine months ended | For the nine months ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income | $ | 2,474,827 | $ | 2,019,309 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Amortization of debt discount and debt issuance cost | 1,128,795 | 47,519 | ||||||
| Depreciation and amortization | 100,000 | 100,000 | ||||||
| Stock based compensation | 19,941 | 9,224 | ||||||
| Stock issued for modification of notes payable | 847,062 | - | ||||||
| Stock issued for services | 127,200 | - | ||||||
| Foreign currency transaction loss | 5,655 | 23,777 | ||||||
| Remeasurement loss on translation of foreign subsidiary | 10,763 | 2,166 | ||||||
| Non cash implied interest | - | 4,799 | ||||||
| Gain on settlement of debt | (2,154,522 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (1,491,612 | ) | (1,965,936 | ) | ||||
| Other receivables | (183,118 | ) | - | |||||
| Loan receivable, related party | (32,390 | ) | 21,269 | |||||
| Inventory | (429,414 | ) | 1,815,725 | |||||
| Prepaid expenses | (1,255,502 | ) | (205,975 | ) | ||||
| Prepaid expense, related party | (737,246 | ) | (396,683 | ) | ||||
| Income taxes payable | 11,786 | 68,607 | ||||||
| Contract liabilities | (22,398 | ) | (12,102 | ) | ||||
| Accounts payable and accrued liabilities | (2,009,905 | ) | (3,011,384 | ) | ||||
| Accounts payable, shareholder | 380,929 | 102,206 | ||||||
| Net cash used in operating activities | (3,209,149 | ) | (1,377,479 | ) | ||||
| Cash Flows from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuing common stock | 3,880,462 | - | ||||||
| Advances from related party | 135,000 | 3,395,587 | ||||||
| Repayment of advances from related party | (135,000 | ) | (157,425 | ) | ||||
| Proceeds from notes payable | 18,996,250 | 600,000 | ||||||
| Payment of loan financing fees | (2,010,953 | ) | - | |||||
| Repayment of notes payable, shareholder | (10,000,000 | ) | (84,500 | ) | ||||
| Repayment of notes payable | (7, 349,903 | ) | (2,857,690 | ) | ||||
| Net cash provided by financing activities | 3,515,856 | 895,972 | ||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | 11,862 | 108,348 | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 318,569 | (373,159 | ) | |||||
| Cash and restricted cash, beginning of year | 787,920 | 732,534 | ||||||
| Cash and restricted cash, end of period | $ | 1,106,489 | $ | 359,375 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 1,824,446 | $ | 2,432,653 | ||||
| Income taxes | $ | - | $ | 45,664 | ||||
| Supplemental Disclosure of Noncash Investing and Financing Activities: | ||||||||
| Accounts payable converted to loan payable upon settlement | $ | - | $ | 3,770,824 | ||||
| Reduction of short term related party note payable by reduction of prepaid balance | $ | - | $ | 328,003 | ||||
| Issuance of common stock for loan financing | $ | 117,648 | $ | - | ||||
| Issuance of pre-funded warrants for settlement of shareholder notes payable | $ | 899,993 | $ | - | ||||
| Exercise of pre-funded warrants | $ | 4 | $ | - | ||||
| Loan fees payable to lender | $ | 375,000 | $ | - | ||||
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