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2025-06-18
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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): June 18, 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 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
June 18, 2025, Synergy CHC Corp. (the “Company”) held its 2025 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 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 2,252,102 shares
of Common Stock. There were no other changes to the 2024 Plan. The board of directors of the Company had previously approved the Amendment
on July 25, 2024.
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 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
further described under “Proposed Amendment to the Articles of Incorporation” of Item 5.07 of this Current Report on Form
8-K, at the Annual Meeting the Company’s stockholders approved an amendment (the “Certificate of Amendment”) to the
Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to authorize the issuance of up to
1,000,000 shares of preferred stock, par value $0.00001 per share (“Preferred Stock”).
The
summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and 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 5.03.
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 2025 Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025:
| Proposal 1: |
The election of five (5) directors, each to serve until the 2026 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, 2025. |
| |
|
| Proposal 3: |
The approval of an amendment to the 2024 Plan to increase the number of shares of Common Stock available for issuance under the 2024 Plan to 2,252,102 shares. |
| |
|
| Proposal 4: |
The approval of an amendment to the Articles of Incorporation to authorize the issuance of up to 1,000,000 shares of Preferred Stock. |
Voting Results
On
April 21, 2025 (the “Record Date”), there were 8,752,178 shares of Common Stock outstanding and entitled to vote. Of the 8,752,178
votes that were eligible to be cast by the holders of Common Stock at the Annual Meeting, 7,377,102 votes, or approximately 84.29% of
the total, were represented at the Annual Meeting in person 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:
Proposal 1: Election
of Directors.
The
Company’s stockholders elected the following directors to serve until the 2026 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 | |
| 6,195,322 | | |
| 15,108 | | |
| 1,166,672 | |
| Nitin Kaushal | |
| 6,192,274 | | |
| 18,156 | | |
| 1,166,672 | |
| Jack Ross | |
| 6,195,318 | | |
| 15,112 | | |
| 1,166,672 | |
| J. Paul SoRelle | |
| 6,195,362 | | |
| 15,068 | | |
| 1,166,672 | |
| Scott Woodburn | |
| 6,195,372 | | |
| 15,058 | | |
| 1,166,672 | |
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, 2025. The votes regarding this proposal were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 7,359,134 | | |
| 14,586 | | |
| 3,382 | | |
| - | |
Proposal 3: Proposed
Amendment to the 2024 Plan.
The
Company’s stockholders approved the proposal to amend the 2024 Plan to increase the number of shares of Common Stock available for
issuance under the 2024 Plan to 2,252,102 shares of Common Stock. The votes regarding this proposal were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 6,183,406 | | |
| 26,984 | | |
| 40 | | |
| 1,166,672 | |
Proposal 4: Proposed
Amendment to the Articles of Incorporation.
The
Company’s stockholders approved the proposal to amend the Company’s Articles of Incorporation to authorize the issuance of
up to 1,000,000 shares of Preferred Stock. The votes regarding this proposal were as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 6,174,448 | | |
| 30,942 | | |
| 5,040 | | |
| 1,166,672 | |
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Articles of Incorporation |
| 10.1 |
|
Amendment to Synergy CHC Corp. 2024 Equity Incentive Plan |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
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 18, 2025 |
|
|
| |
|
|
| |
SYNERGY CHC CORP. |
| |
|
|
| |
By: |
/s/ Jack Ross |
| |
Name: |
Jack Ross |
| |
Title: |
Chief Executive Officer |
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