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  4. [8-K] Synergy CHC Corp. Reports Material Event

Costco cuts FOCUSfactor ties with Synergy CHC Corp. (SNYR) after 16 years

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Synergy CHC Corp. reports that on July 15, 2026, Costco Wholesale Corporation informed the company it will discontinue carrying Synergy’s FOCUSfactor products. Costco has been a significant customer for more than 16 years and accounted for approximately 58% of net revenue for the fiscal year ended December 31, 2025.

The company expects Costco’s decision to have a material adverse effect on its business, results of operations, liquidity and financial condition, and is evaluating available financing and other strategic alternatives in response.

Positive

  • None.

Negative

  • Loss of major customer Costco will discontinue FOCUSfactor products after accounting for approximately 58% of net revenue in fiscal 2025, which the company expects to have a material adverse effect on its business, results of operations, liquidity and financial condition.

Filing Explained

Cash at March 31, 2026 was $292,115, equal to 12.9 days of first-quarter operating cash use as Costco’s announced exit remains prospective.

The July 15 disclosure records Costco’s notice that it will discontinue carrying FOCUSfactor, so the distribution loss is prospective; cash was $292,115 at March 31, 2026.

The active S-3 shelf is financing capacity rather than a financing transaction: it permits future offerings up to $100 million overall, including $5.69 million of common-stock sales-program capacity within that limit.

That cash balance equals 12.9 days of the last reported operating cash use.

The material unresolved item is whether Synergy identifies financing or another strategic alternative after Costco’s notice, because the 8-K reports evaluation rather than a selected transaction.

Sources and calculations
  • July 15, 2026 Form 8-K (2026-07-15)
  • Form 8-K purpose (undated)
  • Synergy CHC Corp. first-quarter 2026 fundamentals (2026Q1)
  • Active S-3 shelf context (2025-11-26)
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $292,115 / ($2,044,678 / 90) = [object Object]
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Customer concentration approximately 58% of net revenue Costco share of net revenue for the fiscal year ended December 31, 2025
Notification date July 15, 2026 Date Costco informed the company it will discontinue FOCUSfactor products
Relationship duration more than 16 years Period during which Costco has been a significant customer
Fiscal year end referenced December 31, 2025 Fiscal year used to state Costco’s share of net revenue
material adverse effect regulatory
"expects Costco’s decision to have a material adverse effect on the Company’s business"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
liquidity financial
"material adverse effect on the Company’s business, results of operations, liquidity and financial condition"
Liquidity is how easily and quickly an asset or investment can be converted into cash without losing value. It matters to investors because higher liquidity means they can access their money quickly if needed, while lower liquidity can make it harder to sell assets promptly or at a fair price, potentially creating financial challenges. Think of it like trying to sell a common item versus a rare collectible—it's much easier to sell the common item fast.
strategic alternatives financial
"is evaluating available financing and other strategic alternatives"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934 ... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What decision did Costco make regarding Synergy CHC Corp. (SNYR)?
Costco informed Synergy CHC Corp. that it will discontinue carrying the company’s FOCUSfactor products. Costco has been a significant customer for more than 16 years, so ending this relationship removes a major distribution and revenue channel for Synergy.

How important was Costco to Synergy CHC Corp. (SNYR) revenue?
Costco accounted for approximately 58% of Synergy’s net revenue during the fiscal year ended December 31, 2025. This high customer concentration means Costco’s exit materially reduces Synergy’s revenue base and increases the company’s dependence on finding replacement sales channels.

How long has Costco been a customer of Synergy CHC Corp. (SNYR)?
Costco has been a significant customer for more than 16 years for Synergy CHC Corp. This long-standing relationship underscores how embedded FOCUSfactor products were in Costco’s offerings and why the discontinuation is a meaningful change for Synergy’s business.

What impact does Synergy CHC Corp. (SNYR) expect from Costco’s decision?
Synergy CHC Corp. expects Costco’s decision to have a material adverse effect on its business, results of operations, liquidity and financial condition. Losing a customer that represented about 58% of net revenue significantly pressures the company’s financial profile.

How is Synergy CHC Corp. (SNYR) responding to the loss of Costco?
Synergy CHC Corp. is evaluating available financing and other strategic alternatives in response to Costco discontinuing FOCUSfactor products. These steps aim to address anticipated pressure on operations, liquidity and overall financial condition following the loss of this major customer.
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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): July 15, 2026

 

SYNERGY CHC CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   001-42374   99-0379440
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)

 

770 Roosevelt Trail STE 8 #1016, N. Windham, Maine   04062
(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 8.01. Other Events.

 

On July 15, 2026, Costco Wholesale Corporation (“Costco”) informed Synergy CHC Corp. (the “Company”) that Costco will discontinue carrying the Company’s FOCUSfactor products. Costco has been a significant customer of the Company for more than 16 years.

 

Costco accounted for approximately 58% of the Company’s net revenue during the fiscal year ended December 31, 2025. The Company expects Costco’s decision to have a material adverse effect on the Company’s business, results of operations, liquidity and financial condition and is evaluating available financing and other strategic alternatives.

 

1

 

 

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: July 29, 2026    
     
  SYNERGY CHC CORP.
     
  By: /s/ Jack Ross
  Name: Jack Ross
  Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR

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