Synergy CHC Corp. Announces Pricing of $4.375 Million Public Offering

Rhea-AI Summary

Synergy CHC Corp (NASDAQ:SNYR) has announced the pricing of an underwritten public offering of 1.75 million shares of common stock at $2.50 per share, aiming to raise $4.375 million in gross proceeds.

The offering includes a 45-day option for underwriters to purchase up to 262,500 additional shares. The Company will also issue underwriter warrants for up to 52,500 shares (or 60,375 if over-allotment is exercised), exercisable after 180 days. The warrants will expire in tranches over 3-5 years. The offering is expected to close on August 27, 2025, with proceeds intended for working capital and general corporate purposes.

Positive

• Potential strengthening of working capital position with $4.375 million gross proceeds
• Strategic timing with SEC registration already effective
• Structured warrant expiration schedule spreading over 3-5 years reduces immediate dilution risk

Negative

• Significant dilution for existing shareholders with 1.75 million new shares
• Additional potential dilution from 262,500 share over-allotment option
• Further dilution risk from underwriter warrants of up to 52,500 shares

Insights

Capital Markets Specialist

Synergy CHC Corp raises $4.375M through dilutive public offering at $2.50/share, primarily for working capital purposes.

Synergy's $4.375 million public offering represents a significant capital raise for the consumer health company. The pricing of $2.50 per share for 1.75 million shares provides needed liquidity, but also introduces dilution for existing shareholders. The company has also granted underwriters a 45-day option to purchase an additional 262,500 shares, which could increase total proceeds.

The stated use of proceeds for "working capital and general corporate purposes" lacks specificity, suggesting the company may be strengthening its balance sheet rather than funding specific growth initiatives. This language typically indicates a need to shore up operational financing rather than strategic investments.

The underwriter warrant structure is notable, with staggered expiration dates spanning years 3-5 post-closing. This tiered approach dilutes the impact of potential future dilution while providing additional compensation to Bancroft Capital as the sole book-runner. The warrants represent approximately 3% of the offering size, which is within typical ranges for smaller public offerings.

For a Nasdaq-listed company like Synergy CHC, this capital raise should help maintain compliance with listing requirements while providing operational runway. However, the lack of detail regarding specific growth initiatives or strategic plans in the use of proceeds statement raises questions about the company's immediate business trajectory and financial health.

WESTBROOK, Maine, Aug. 25, 2025 (GLOBE NEWSWIRE) -- Synergy CHC Corp. (Nasdaq: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced the pricing of an underwritten public offering of 1,750,000 shares of common stock at a public offering price of $2.50 per share for aggregate gross proceeds of $4.375 million prior to deducting underwriting discounts and commissions, and other offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 262,500 shares at the public offering price less the underwriting discounts and commissions. The offering is expected to close on Wednesday, August 27, 2025, subject to satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The Company has agreed to issue to the underwriter warrants to purchase up to 52,500 shares of common stock (or 60,375 if the over-allotment is exercised), exercisable beginning 180 days from the closing of the offering. The warrants will expire in tranches: twenty-five percent (25%) on the third anniversary of the closing date of the offering, twenty-five percent (25%) on the fourth anniversary of such closing date, and the remaining fifty percent (50%) on the fifth anniversary of such closing date.

Bancroft Capital, LLC is acting as the sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-289645) relating to these securities was filed with the Securities and Exchange Commission (SEC) on August 15, 2025, and was declared effective on August 25, 2025. A final prospectus relating to the offering will be filed with the SEC and will be available at the SEC’s website at www.sec.gov or from Bancroft Capital, LLC by email at investmentbanking@bancroft4vets.com, by standard mail to 501 Office Center Drive, Suite 130, Fort Washington, PA 19034, or by telephone at +1 (484) 546-8000.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expects,” “may,” “looks to,” “will,” “should,” “plan,” “intend,” “on condition,” “target,” “see,” “potential,” “estimates,” “preliminary,” or “anticipates” or the negative thereof or comparable terminology, or by discussion of strategy or goals or other future events, circumstances, or effects. Moreover, forward-looking statements in this release include, but are not limited to, the expectation that the proposed offering will be successfully completed. Further information relating to factors that may impact the Company’s results and forward-looking statements are disclosed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Relations

Gateway Group
Cody Slach, Greg Robles
949.574.3860
SNYR@gateway-grp.com

FAQ

What is the size and price of SNYR's public offering in August 2025?

Synergy CHC Corp is offering 1.75 million shares at $2.50 per share, aiming to raise $4.375 million in gross proceeds.

How will SNYR use the proceeds from its August 2025 public offering?

The company plans to use the net proceeds for working capital and other general corporate purposes.

What is the over-allotment option in SNYR's August 2025 offering?

Underwriters have a 45-day option to purchase up to 262,500 additional shares at the public offering price less underwriting discounts and commissions.

When will SNYR's August 2025 public offering close?

The offering is expected to close on August 27, 2025, subject to customary closing conditions.

What are the terms of the underwriter warrants in SNYR's offering?

Underwriters will receive warrants for up to 52,500 shares, exercisable after 180 days, expiring in tranches: 25% after 3 years, 25% after 4 years, and 50% after 5 years.