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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): September 22, 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.
Director Resignation
On September 22, 2025, Scott Woodburn, a member
of the Board of Directors (the “Board”) of Synergy CHC Corp. (the “Company”), notified the Board
that he was resigning from the Board, including all committees of the Board, in connection with his appointment as Head of Strategic Partnerships
for the Company. Mr. Woodburn did not resign due to any disagreement with the Company, its board of directors or its management regarding
any matters relating to the Company’s operations, policies or practices.
Director Appointment
On September 22, 2025, the Board appointed Teresa
Thompson to fill the resulting vacancy created by Mr. Woodburn’s resignation. Ms. Thompson will fill the vacancies created on the
Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee created by Mr. Woodburn’s
resignation. Ms. Thompson was not appointed pursuant to any arrangement or understanding between her and any other persons. In addition,
Ms. Thompson has entered into an indemnification agreement with the Company, the form of which was previously filed as Exhibit 10.38 to
the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on June 28, 2024. Ms. Thompson will receive
annual cash compensation of $25,000 per year and an annual equity award of $25,000 per year for her service as a director.
From September 1986 to June 2025, Ms. Thompson
served as a pharmacy OTC buyer for Costco Wholesale, where she was primarily responsible for overseeing Costco U.S.’s vitamins and
supplements. Ms. Thompson was appointed to the Board because of her experience in the vitamin and supplement market, as well as her vast
experience in the retail industry.
A press release announcing Mr. Woodburn’s appointment as Head
of Strategic Partnerships and Ms. Thompson’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated September 22, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: September 22, 2025 |
|
|
| |
|
|
| |
SYNERGY CHC CORP. |
| |
|
|
| |
By: |
/s/ Jack Ross |
| |
Name: |
Jack Ross |
| |
Title: |
Chief Executive Officer |
