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2026-05-15
2026-05-15
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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): May 15, 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.) |
| 700 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 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 15, 2026, Synergy CHC Corp. (the “Company”)
received written notice (the “Notice”) from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s common
stock for the last 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing
on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share
(the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid
Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.
The Notice
has no immediate effect on the listing of the Company’s common stock on Nasdaq. Pursuant to the Nasdaq Listing Rules, the Company
has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain
compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive
business days prior to November 11, 2026.
If the Company
does not regain compliance by November 11, 2026, the Company may be eligible for an additional 180 calendar day compliance period. To
qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and will need to provide
written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary.
If the Company does not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq
will provide notice that the Company’s common stock will be subject to delisting.
The Company
intends to monitor the closing bid price of the Company’s common stock and consider its available options to resolve the noncompliance
with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum
Bid Price Requirement or maintain compliance with other applicable Nasdaq listing requirements.
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: May 18, 2026 |
|
| |
|
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SYNERGY CHC CORP. |
| |
|
|
| |
By: |
/s/ Jack Ross |
| |
Name: |
Jack Ross |
| |
Title: |
Chief Executive Officer |