false
0001562733
0001562733
2026-06-29
2026-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 29, 2026
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.) |
| 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
June 29, 2026, Synergy CHC Corp. (the “Company”) held its 2026 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 (i) 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
150,000,000 shares of Common Stock and (ii) permit repricing of outstanding awards. There were no other changes to the 2024 Plan. The
board of directors of the Company had previously approved the Amendment on April 17, 2026.
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
5.07. 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 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026:
| Proposal 1: |
The election
of five (5) directors, each to serve until the 2027 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, 2026. |
| |
|
| Proposal 3: |
The approval of an amendment
to the 2024 Plan to (i) increase the number of shares of Common Stock available for issuance under the 2024 Plan to 150,000,000 shares
and (ii) permit repricing of outstanding awards. |
| |
|
| Proposal 4: |
The approval of the full
issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant for purposes of complying with Nasdaq
Listing Rules 5635(b) and 5635(d). |
| |
|
| Proposal 5: |
The approval of one or
more reverse stock splits of our issued and outstanding shares of Common Stock at one or more specific ratios to be determined by
the Board, provided that the aggregate ratio of all such reverse stock splits does not exceed 1-for-200. |
Voting
Results
On
April 24, 2026 (the “Record Date”), there were 14,899,883 shares of Common Stock outstanding and entitled to vote. Of the
14,899,883 votes that were eligible to be cast by the holders of Common Stock at the Annual Meeting, 9,808,119 votes, or approximately
65% of the total, were represented at the Annual Meeting virtually 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 2027 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 | |
| 7,184,954 | | |
| 466,393 | | |
| 2,156,772 | |
| Nitin Kaushal | |
| 7,176,292 | | |
| 475,055 | | |
| 2,156,772 | |
| Jack Ross | |
| 7,183,853 | | |
| 467,494 | | |
| 2,156,772 | |
| J. Paul SoRelle | |
| 7,183,937 | | |
| 467,410 | | |
| 2,156,772 | |
| Teresa Thompson | |
| 7,180,349 | | |
| 470,998 | | |
| 2,156,772 | |
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, 2026. The votes regarding this proposal were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 9,808,117 |
|
472,432 |
|
13,197 |
|
- |
Proposal
3: Proposed Amendment to the 2024 Plan.
The
Company’s stockholders approved the proposal to amend the 2024 Plan to (i) increase the number of shares of Common Stock available
for issuance under the 2024 Plan to 150,000,000 shares and (ii) permit repricing of outstanding awards. The votes regarding this proposal
were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 6,782,598 |
|
860,297 |
|
8,451 |
|
2,156,773 |
Proposal
4: Proposed Issuance of Shares of Common Stock.
The
Company’s stockholders approved the proposal regarding the full issuance of shares of common stock issuable by the Company upon
exercise of the Lender Warrant for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d). The votes regarding this proposal
were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 7,327,670 |
|
301,715 |
|
21,961 |
|
2,156,772 |
Proposal
5: Proposed Reverse Stock Split.
The
Company’s stockholders approved the proposal to approve one or more reverse stock splits of our issued and outstanding shares of
Common Stock at one or more specific ratios to be determined by the Board, provided that the aggregate ratio of all such reverse stock
splits does not exceed 1-for-200. The votes regarding this proposal were as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,827,762 |
|
969,208 |
|
11,148 |
|
- |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 3 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 29, 2026 |
|
|
| |
|
|
| |
SYNERGY CHC CORP. |
| |
|
|
| |
By: |
/s/ Jack
Ross |
| |
Name: |
Jack
Ross |
| |
Title: |
Chief Executive Officer |
