STOCK TITAN

Synergy CHC (Nasdaq: SNYR) put on clock over late Q2 filing

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Synergy CHC Corp. (SNYR) reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026 has not been filed with the SEC. The notice currently has no immediate effect on the listing or trading of Synergy’s common stock on Nasdaq.

Synergy has 60 days from the August 20, 2026 notice to submit a compliance plan to Nasdaq, which may, at its discretion, grant up to 180 days from the Q2 Form 10‑Q due date for Synergy to regain compliance. The company states it is unable to predict when, or whether, the Q2 Form 10‑Q will be filed or whether it will regain compliance.

Positive

  • None.

Negative

  • Noncompliance with Nasdaq filing rule and timing uncertainty: Synergy CHC Corp. has not filed its Q2 2026 Form 10‑Q and is therefore not in compliance with Nasdaq Listing Rule 5250(c)(1), and states it can provide no assurance it will file the report or regain compliance.
  • Limited time to present compliance plan: The company has only 60 days from the August 20, 2026 notice to submit a plan to Nasdaq and faces an outside compliance window of 180 days from the Q2 Form 10‑Q due date, after which its Nasdaq listing could be at risk.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Compliance plan deadline 60 calendar days after the Notice, or until October 19, 2026 Time given by Nasdaq for Synergy to submit a plan of compliance
Maximum compliance extension period 180 calendar days from the Q2 Form 10-Q’s due date, or February 10, 2027 Discretionary period Nasdaq may grant for Synergy to regain compliance
Notice date August 20, 2026 Date Nasdaq notified Synergy of noncompliance with Listing Rule 5250(c)(1)
Trading Symbol SNYR Common Stock, par value $0.00001 per share, listed on The Nasdaq Stock Market LLC
Nasdaq Listing Rule 5250(c)(1) regulatory
"not in compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On August 21, 2026, the Company issued"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Quarterly Report on Form 10-Q financial
"due to the delayed filing of its Quarterly Report on Form 10-Q for the quarter"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
continued listing requirements regulatory
"the risk that the Company will be unable to meet Nasdaq’s continued listing requirements"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

FAQ

Why did Synergy CHC Corp. (SNYR) receive a Nasdaq notice?

Synergy CHC Corp. received a notice from Nasdaq on August 20, 2026 stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 10‑Q for the quarter ended June 30, 2026 with the SEC.

Does the Nasdaq notice immediately affect trading in SNYR stock?

No. The company states the Nasdaq notice has no immediate effect on the listing or trading of Synergy CHC Corp.’s common stock on Nasdaq. The shares continue to trade while the company addresses the filing deficiency.

How long does SNYR have to regain compliance with Nasdaq Listing Rule 5250(c)(1)?

Synergy must submit a compliance plan to Nasdaq within 60 days of the August 20, 2026 notice. Nasdaq may, at its discretion, allow up to 180 days from the Q2 Form 10‑Q due date, or February 10, 2027, for the company to regain compliance.

What specific filing is Synergy CHC Corp. missing?

Synergy CHC Corp. has not filed its Quarterly Report on Form 10‑Q for the quarter ended June 30, 2026, referred to as the Q2 Form 10‑Q. The delayed filing triggered noncompliance with Nasdaq Listing Rule 5250(c)(1).

Can Synergy CHC Corp. (SNYR) guarantee it will file the Q2 Form 10‑Q?

No. The company states it is unable to predict when, or whether, the Q2 Form 10‑Q will be filed and that there can be no assurance it will file the report or otherwise regain compliance with Nasdaq Listing Rule 5250(c)(1).

What did Synergy CHC Corp. disclose under Regulation FD in this 8-K?

Synergy CHC Corp. disclosed under Item 7.01 (Regulation FD Disclosure) that it issued a press release on August 21, 2026 announcing receipt of the Nasdaq notice. The press release is furnished as Exhibit 99.1 and is not deemed filed for Exchange Act Section 18 purposes.

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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 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 20, 2026, Synergy CHC Corp. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company can provide no assurance as to when, or whether, it will file the Form 10-Q or regain compliance with Nasdaq Listing Rule 5250(c)(1).

 

Item 7.01. Regulation FD Disclosure.

 

On August 21, 2026, the Company issued a press release disclosing the receipt of the Notice. A copy of the press release is being furnished herewith as Exhibit 99.1.

 

The information provided pursuant to Item 7.01, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated August 21, 2026
104   Cover Page Interactive Data File (formatted in Inline XBRL).

 

 1 

 

  

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 21, 2026    
     
  SYNERGY CHC CORP.
     
  By: /s/ Jack Ross
  Name:  Jack Ross
  Title: Authorized Signatory

 

 2 

 

 

 

Exhibit 99.1

 

Synergy CHC Corp. Announces Receipt of Nasdaq Letter

 

N. WINDHAM, Maine, August 21, 2026 (GLOBE NEWSWIRE) – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a consumer health and wellness company, today announced that it received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) on August 20, 2026, indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) due to the delayed filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q2 Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). The Listing Rule requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.

 

The Notice has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

 

In accordance with Nasdaq’s listing rules, the Company has 60 calendar days after the Notice, or until October 19, 2026, to submit a plan of compliance to Nasdaq addressing how the Company intends to regain compliance with the Listing Rule. Pursuant to the Notice, Nasdaq has the discretion to grant the Company up to 180 calendar days from the Q2 Form 10-Q’s due date, or February 10, 2027, for the Company to regain compliance with the Listing Rule.

 

At this time, the Company is unable to predict when, or whether, the Q2 Form 10-Q will be filed. There can be no assurance that the Company will file the Q2 Form 10-Q or otherwise regain compliance with the Listing Rule.

 

About Synergy CHC Corp.

 

Synergy CHC Corp. develops and markets consumer health and wellness products, led by its flagship brands FOCUSfactor® and Flat Tummy®. FOCUSfactor®, a clinically studied brain health supplement and functional beverage line with a 25-year legacy, enjoys established distribution in the U.S., Canada and Mexico through major retailers including Walmart, Amazon, BJ’s, and Walgreens, among others. Flat Tummy® complements Synergy’s portfolio as a lifestyle brand focused on women's wellness and weight management.

 

Disclosure Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this press release are forward-looking statements. In particular, forward-looking statements include, among other things, statements relating to the Company's efforts to regain compliance with Nasdaq Listing Rule 5250(c)(1), the submission and potential acceptance of a compliance plan by Nasdaq, the possibility of any extension that may be granted by Nasdaq, and the timing of any future SEC filings. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond our control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, uncertainties about the timing of the Company’s submission of a compliance plan, Nasdaq’s acceptance of any such plan, the duration of any extension that may be granted by Nasdaq, and the risk that the Company will be unable to meet Nasdaq’s continued listing requirements. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

 

Investor Relations

 

Gateway Group

Cody Slach, Greg Robles

949.574.3860

SNYR@gateway-grp.com

 

Filing Exhibits & Attachments

4 documents