Synergy CHC (NASDAQ: SNYR) prices $4.4M common stock offering with warrants

Rhea-AI Filing Summary

Synergy CHC Corp. entered a material underwriting agreement and sold 1,750,000 shares of common stock at $2.50 per share in a public offering, generating gross proceeds of $4.375 million before fees and expenses. Bancroft Capital, LLC acted as representative of the underwriters, who also received a 45-day option to purchase up to 262,500 additional shares to cover over-allotments at the same public price, less underwriting discounts and commissions.

The company plans to use the net proceeds for working capital and other general corporate purposes. It also issued Representative Warrants to Bancroft Capital, LLC and its designees to purchase up to 52,500 shares at an exercise price of $2.75 per share, subject to a 180-day lock-up and 180-day non-exercise period from the pricing date, with expirations staggered over the third, fourth, and fifth anniversaries of the closing date.

Insights

Equity Capital Markets Analyst

Synergy CHC raises $4.375M via underwritten stock sale.

Synergy CHC Corp. completed an underwritten public offering of 1,750,000 common shares at $2.50 per share, for gross proceeds of $4.375 million before fees. The transaction uses a traditional underwriting structure with Bancroft Capital, LLC as representative, including a 45-day over-allotment option for up to 262,500 additional shares, which can support price stabilization and potential size adjustment.

Net proceeds, after an underwriting discount of 7% of gross proceeds and total estimated offering expenses of about $0.5 million, are earmarked for working capital and general corporate purposes. This points to a straightforward balance sheet and liquidity objective rather than a targeted acquisition or project.

The company also issued Representative Warrants for up to 52,500 shares at a $2.75 exercise price, with a 180-day lock-up and non-exercise period and expirations over the third, fourth, and fifth anniversaries of the closing date. These terms introduce a modest, time-staggered potential equity overhang, but the overall impact on an investment view would depend on the company’s existing share base and future performance, which are not detailed here.

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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): August 25, 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 1.01 Entry Into a Material Definitive Agreement.

On August 27, 2025 (the “Closing Date”), Synergy CHC Corp. (the “Company”) sold an aggregate of 1,750,000 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a price to the public of $2.50 per share (the “Offering”), pursuant to that certain Underwriting Agreement, dated August 25, 2025 (the “Underwriting Agreement”), between the Company and Bancroft Capital, LLC, as representative (the “Representative”) of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 262,500 additional shares of Common Stock to cover over-allotments in connection with the Offering at the public offering price, less underwriting discounts and commissions.

The Common Stock was offered and sold to the public pursuant to the Company’s registration statement on Form S-1 (File No. 333-289645), filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on August 15, 2025, which became effective on August 25, 2025.

Gross proceeds of the offering were $4.375 million, before deducting underwriting discounts and commissions of seven percent (7%) of the gross proceeds and estimated offering expenses. The Company intends to use the net proceeds from the Offering for working capital and other general corporate purposes. The Company issued press releases announcing the pricing of the Offering and the closing of the Offering, which have been filed as Exhibits 99.1 and 99.2, respectively, to this report.

The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters for losses or damages arising out of or in connection with the offering, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

Pursuant to the Underwriting Agreement, the Company also issued to the Representative and its designees warrants (the “Representative Warrants”) to purchase up to an aggregate of 52,500 shares of Common Stock (3% of the shares of Common Stock sold in the Offering) which were registered under the Securities Act. The Representative Warrants are exercisable at $2.75 per share. The Representative Warrants are subject to a lock-up for 180 days from August 25, 2025 (the “Pricing Date”), and cannot be exercised for 180 days after the Pricing Date. The Representative Warrants will expire in tranches: twenty-five percent (25%) on the third anniversary of the Closing Date, twenty-five percent (25%) on the fourth anniversary of the Closing Date, and the remaining fifty percent (50%) on the fifth anniversary of the Closing Date. The form of Representative Warrant has been filed as Exhibit 4.1 to this report, and is incorporated herein by reference.

The Underwriting Agreement has been filed as Exhibit 1.1 to this report and is incorporated herein by reference. The provisions of the Underwriting Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors or the public to obtain factual information about the current state of affairs of the Company.

The total expenses of the Offering are estimated to be approximately $0.5 million, which includes the underwriting discounts and commissions and the Representative’s reimbursable expenses relating to the Offering.

The final prospectus relating to the Offering has been filed with the SEC and is available on the SEC’s web site at www.sec.gov. Copies of the final prospectus relating to the Offering may be obtained from the above-mentioned SEC website 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) 546-800.

The foregoing summary of the terms of the Underwriting Agreement and the Representative Warrants are subject to, and qualified in their entirety by reference to, copies of the Underwriting Agreement and the form of Representative Warrant that are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated August 25, 2025 by and between Synergy CHC Corp. and Bancroft Capital, LLC, as representative of the underwriters named therein
4.1		Form of Representative Warrant, dated August 27, 2025
99.1		Press Release dated August 25, 2025
99.2		Press Release dated August 27, 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: August 27, 2025
	SYNERGY CHC CORP.
	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	Chief Executive Officer

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FAQ

What did Synergy CHC Corp. (SNYR) announce in this 8-K?

Synergy CHC Corp. reported that it entered an Underwriting Agreement and completed a public offering of 1,750,000 shares of common stock at $2.50 per share, with associated options and warrants issued to the underwriters.

How much capital did Synergy CHC Corp. (SNYR) raise in the offering?

The company generated gross proceeds of $4.375 million from selling 1,750,000 shares at $2.50 per share, before underwriting discounts of 7% of gross proceeds and estimated total offering expenses of about $0.5 million.

What will Synergy CHC Corp. (SNYR) use the offering proceeds for?

Synergy CHC Corp. intends to use the net proceeds from the offering for working capital and other general corporate purposes.

What over-allotment option was granted to the underwriters in the SNYR deal?

Under the Underwriting Agreement, the company granted the underwriters a 45-day option to purchase up to 262,500 additional shares of common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments.

What are the key terms of the Representative Warrants issued by Synergy CHC Corp.?

Synergy CHC Corp. issued Representative Warrants to purchase up to 52,500 shares of common stock at an exercise price of $2.75 per share. The warrants are subject to a 180-day lock-up from the pricing date, cannot be exercised for 180 days after that date, and expire in tranches on the third, fourth, and fifth anniversaries of the closing date.

Where can investors find the final prospectus for the Synergy CHC Corp. offering?

The final prospectus has been filed with the SEC and is available at www.sec.gov, or can be obtained from Bancroft Capital, LLC via email, mail, or telephone as described in the disclosure.

Which registration statement covered the Synergy CHC Corp. (SNYR) offering?

The shares in the offering were issued under Synergy CHC Corp.’s Form S-1 registration statement (File No. 333-289645), which became effective on August 25, 2025.