SNYR / Synergy CHC Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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. (E

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 o

CALCULATION OF FILING FEE TABLES Synergy CHC Corp. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Synergy CHC Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock (1) Ot

As filed with the Securities and Exchange Commission on May 15, 2026

As filed with the Securities and Exchange Commission on May 15, 2026 Registration No.

Synergy CHC Corp. Reports First Quarter 2026 Financial Results

Exhibit 99.1 Synergy CHC Corp. Reports First Quarter 2026 Financial Results N. WINDHAM, Maine, May 14, 2026 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a consumer health and wellness company, is announcing its financial results for the three months ended March 31, 2026. “Our first quarter results reflect continued execution and the growing momentum of our functional beverage b

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 14, 2026 SYNERGY CHC CORP. (E

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 14, 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 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNERGY

COMMON STOCK PURCHASE WARRANT SYNERGY CHC CORP.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

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 8, 2026 SYNERGY CHC CORP. (Ex

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 8, 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

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 8, 2026, by and between SYNERGY CHC CORP., a Nevada corporation (the “Company”), and HUDSON GLOBAL VENTURES, LLC, a Nevada limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective

EQUITY PURCHASE AGREEMENT

Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of May 8, 2026 (this “Agreement”), by and between Synergy CHC Corp., a Nevada corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”). WHEREAS, the Parties desire that, upon the terms and subject to the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 6 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR … TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42374 –––––––––––––––

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

CALCULATION OF FILING FEE TABLES Synergy CHC Corp. Table 1: Newly Registered Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.00001 per share (1) Other 2,252,102 $ 0.62 $ 1,396,303.24 0.0001381 $

As filed with the Securities and Exchange Commission on April 13, 2026

As filed with the Securities and Exchange Commission on April 13, 2026 Registration No.

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the capital stock of Synergy CHC Corp. (the “Company”), does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation, as amended (the “Articles”), and our amended and restated bylaws (the “Bylaws”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR Commission File Number: 001-42374 For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report

Subsidiaries

Exhibit 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Australia Synergy CHC Inc. Canada Synergy CHC Mexico Mexico

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42374 SYNERGY CHC COR

SYNERGY CHC CORP. COMMON STOCK PURCHASE WARRANT

Exhibit 4.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECA

SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT

Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT, dated as of March 24, 2026 (this “Second Amendment”), is entered into by and among Synergy CHC Corp., a Nevada corporation (the “Borrower”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that exec

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): March 24, 2026 SYNERGY CHC CORP.

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): March 24, 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

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): February 27, 2026 SYNERGY CHC COR

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): February 27, 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 Emplo

Synergy CHC Corp. Up to $5,690,000 Common Stock

Filed Pursuant to Rule 424(b)(5) File No. 333-291822 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 9, 2025) Synergy CHC Corp. Up to $5,690,000 Common Stock We have entered into a sales agreement with Roth Capital Partners, LLC (the “Lead Agent”) and Bancroft Capital LLC (an “Agent” and together with the Lead Agent the “Agents”) relating to the issuance and sale of our common stock offered by

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 December 8, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Chris Edwards Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-3 (File No. 333-291822) (the “Registration Statement”) Ladies and Gentlemen

As filed with the Securities and Exchange Commission on November 26, 2025

As filed with the Securities and Exchange Commission on November 26, 2025 Registration No.

CALCULATION OF FILING FEE TABLES Synergy CHC Corp. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Synergy CHC Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.00

SYNERGY CHC CORP. Common Stock ($0.00001 par value per share) SALES AGREEMENT

Exhibit 1.2 SYNERGY CHC CORP. Common Stock ($0.00001 par value per share) SALES AGREEMENT November 26, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Bancroft Capital LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with

SYNERGY CHC CORP., as Issuer ●, as Trustee Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1

Exhibit 4.5 SYNERGY CHC CORP., as Issuer And ●, as Trustee INDENTURE Dated as of ● Senior Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between SYNERGY CHC CORP., as Issuer, and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b) and (d

SYNERGY CHC CORP., as Issuer ●, as Trustee Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1

Exhibit 4.6 SYNERGY CHC CORP., as Issuer And ●, as Trustee INDENTURE Dated as of ● Subordinated Debt Securities CROSS REFERENCE SHEET1 Between Provisions of the Trust Indenture Act of 1939 and the Indenture to be dated as of , 20 between SYNERGY CHC CORP., as Issuer, and , as Trustee: Section of the Act Section of Indenture 310(a)(1) and (2) 5.08 310(a)(3) and (4) Inapplicable 310(b) 5.09(a), (b)

Synergy CHC Corp. Reports Third Quarter 2025 Financial Results and its Eleventh Consecutive Quarter of Profitability

Exhibit 99.1 Synergy CHC Corp. Reports Third Quarter 2025 Financial Results and its Eleventh Consecutive Quarter of Profitability WESTBROOK, Maine, November 13, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, is announcing its financial results for the three months ended September 30, 2025. “We are pleased to report our 11th qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNE

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): November 13, 2025 SYNERGY CHC COR

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): November 13, 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 Emplo

Synergy CHC (NASDAQ: SNYR) Taps Former Coca-Cola Executive to Lead Strategic Partnerships; Appoints Veteran Costco Buyer to Board of Directors

Exhibit 99.1 Synergy CHC (NASDAQ: SNYR) Taps Former Coca-Cola Executive to Lead Strategic Partnerships; Appoints Veteran Costco Buyer to Board of Directors Board member Scott Woodburn transitions to Head of Strategic Partnerships to accelerate FOCUSfactor Energy Drink expansion Former Costco Buyer Teresa Thompson brings nearly 40 years of retail expertise in vitamins and supplements WESTBROOK, Mai

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 CO

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 Empl

SYNERGY CHC CORP. UNDERWRITING AGREEMENT 1,750,000 Shares of Common Stock

Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT 1,750,000 Shares of Common Stock August 25, 2025 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 Attention: Jason Diamond, Head of Investment Banking Ladies and Gentlemen: Synergy CHC Corp., a company incorporated under the law of the State of Nevada (the “Company”), proposes, subject to the terms and condition

Synergy CHC Corp. Announces the Closing of its $4.375 Million Public Offering

Exhibit 99.2 Synergy CHC Corp. Announces the Closing of its $4.375 Million Public Offering WESTBROOK, Maine, Aug. 27, 2025 – Synergy CHC Corp. (Nasdaq: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced the closing of an underwritten public offering of 1,750,000 shares of common stock at a public offering price of $2.50 per share for aggregate gross

Synergy CHC Corp. Announces Pricing of $4.375 Million Public Offering

Exhibit 99.1 Synergy CHC Corp. Announces Pricing of $4.375 Million Public Offering WESTBROOK, Maine, Aug. 25, 2025 – Synergy CHC Corp. (Nasdaq: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced the pricing of an underwritten public offering of 1,750,000 shares of common stock at a public offering price of $2.50 per share for aggregate gross proceed

COMMON STOCK PURCHASE WARRANT For the Purchase of Shares of Common Stock, Par Value $0.00001 per Share, Synergy CHC Corp.

Exhibit 4.1 THE REGISTERED HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS SECURITY, OR ANY UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED, AND THE HOLDER OF THIS SECURITY AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHOCATE THIS SECURITY , OR ANY OF THE UNDERLYING SECURITIES, FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DA

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 25, 2025 SYNERGY CHC CORP.

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 25, 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 Employe

1,750,000 Shares Common Stock Synergy CHC Corp.

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-289645 1,750,000 Shares Common Stock Synergy CHC Corp. We are offering up to 1,750,000 shares of our common stock, par value $0.00001 per share, at an offering price of $2.50 per share. We will use the net proceeds from the offering for working capital and general corporate purposes. Our stock is listed on the Nasdaq Capital Market u

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 August 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Chris Edwards Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-289645) (the “Registration Statement”) Ladies and Gentlemen,

BANCROFT CAPITAL, LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034

BANCROFT CAPITAL, LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 August 25, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Synergy CHC Corp. (NASDAQ: SNYR) Announces Nationwide EG America Rollout for FOCUSfactor® Focus + Energy

Exhibit 99.1 Synergy CHC Corp. (NASDAQ: SNYR) Announces Nationwide EG America Rollout for FOCUSfactor® Focus + Energy EG America, 6th Largest U.S. Convenience Chain, Bolstering 1,600+ High-Traffic Locations Nationwide WESTBROOK, Maine, Aug. 18, 2025 (GLOBE NEWSWIRE) - Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a leading consumer health and wellness company, today announced a ma

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 18, 2025 SYNERGY CHC CORP.

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 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 Employe

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Synergy CHC Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par v

As filed with the Securities and Exchange Commission on August 15, 2025

As filed with the Securities and Exchange Commission on August 15, 2025 Registration No.

Form of Underwriter Warrants.

Exhibit 4.1 THE REGISTERED HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS SECURITY, OR ANY UNDERLYING SECURITIES, EXCEPT AS HEREIN PROVIDED, AND THE HOLDER OF THIS SECURITY AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHOCATE THIS SECURITY , OR ANY OF THE UNDERLYING SECURITIES, FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DA

List of subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada Synergy CHC Mexico Jalisco, Mexico

Form of Underwriting Agreement.

Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock August [●], 2025 Bancroft Capital, LLC 501 Office Center Drive, Suite 130 Fort Washington, PA 19034 Attention: Jason Diamond, Head of Investment Banking Ladies and Gentlemen: Synergy CHC Corp., a company incorporated under the law of the State of Nevada (the “Company”), proposes, subject to the terms and conditions set

Synergy CHC Corp Reports Second Quarter 2025 Financial Results and its Tenth Consecutive Quarter of Profitability

Exhibit 99.1 Synergy CHC Corp Reports Second Quarter 2025 Financial Results and its Tenth Consecutive Quarter of Profitability WESTBROOK, Maine, August 14, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a consumer health and wellness company, is announcing its financial results for the three months ended June 30, 2025. “We are pleased to report another strong quarter, markin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNERGY C

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 14, 2025 SYNERGY CHC CORP.

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 14, 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 Employe

Synergy CHC Corp. (NASDAQ: SNYR) Secures Landmark Retail and Distribution Wins Across North America for FOCUSfactor Supplements and Functional Beverages

Exhibit 99.1 Synergy CHC Corp. (NASDAQ: SNYR) Secures Landmark Retail and Distribution Wins Across North America for FOCUSfactor Supplements and Functional Beverages Core-Mark National Authorization, Walmart Canada Breakthrough, and Key Regional Wins Highlight Rapid Growth in Functional Beverage and Supplement Categories WESTBROOK, Maine – June 30, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy

Regulation FD Disclosure, Financial Statements and Exhibits

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 30, 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

Amendment to Synergy CHC Corp. 2024 Equity Incentive Plan

Exhibit 10.1 AMENDMENT NO. 2 TO SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN WHEREAS, Synergy CHC Corp. (the “Company”) previously established the 2024 Equity Incentive Plan of the Company (the “Plan”); and WHEREAS, Section 13(a) of the Plan permits the Board of Directors of the Company to amend the Plan as set forth herein, subject to the approval of the Company’s stockholders as required by appl

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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

Certificate of Amendment to Articles of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF SYNERGY CHC CORP. Adopted in accordance with the provisions of Section 78.2055 of the Nevada Revised Statutes Synergy CHC Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, by its duly authorized officer, does hereby certify: FIRST: That the Board of Directors of the Corporation

Form of Pre-Funded Warrant

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SYNERGY CHC CORP. Warrant Shares: 428,570 Initial Issuance Date: June 11, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Knight Therapeutics International S.A., a company registered under the laws of Uruguay, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limit

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 11, 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

Synergy CHC Announces New $20 Million Long-Term Credit Facility

Exhibit 99.1 Synergy CHC Announces New $20 Million Long-Term Credit Facility WESTBROOK, Maine, June 4, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, announced today that it has entered into a $20 million term loan credit agreement, due May 2029 with ACP Agency, LLC. The proceeds will be used to pay down debt and pro

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 30, 2025 SYNERGY CHC CORP. (E

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 30, 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 o

Credit Agreement, dated as of May 30, 2025, by and among Synergy CHC Corp. as Borrower, each subsidiary of the Borrower listed as a Guarantor therein, the lenders from time-to-time party thereto as Lenders and ACP Agency, LLC, as Collateral Agent and Administrative Agent.

Exhibit 10.1 EXECUTION VERSION TERM LOAN CREDIT AGREEMENT Dated as of May 30, 2025 by and among SYNERGY CHC CORP., as Borrower, EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, ACP AGENCY, LLC, as Administrative Agent, and ACP AGENCY, LLC, as Collateral Agent Table of Contents Page Article I

Results of Operations and Financial Condition, Financial Statements and Exhibits

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, 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 o

Synergy CHC Corp Reports Growth in Earnings Per Share for its First Quarter 2025 Financial Results and its Ninth Consecutive Quarter of Profitability

Exhibit 99.1 Synergy CHC Corp Reports Growth in Earnings Per Share for its First Quarter 2025 Financial Results and its Ninth Consecutive Quarter of Profitability WESTBROOK, Maine, May 15, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, is announcing its financial results for the three months ended March 31, 2025. “We

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNERGY

LETTER

May 8, 2025 Jack Ross Chief Executive Officer Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 Re: Synergy CHC Corp. Draft Registration Statement on Form S-1 Submitted May 5, 2025 CIK No. 0001562733 Dear Jack Ross: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement at least two business days pri

As confidentially submitted with the U.S. Securities and Exchange Commission on May 2, 2025. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information herein rema

As confidentially submitted with the U.S. Securities and Exchange Commission on May 2, 2025. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEME

May 2, 2025

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) 7 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR … TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42374 SYNERGY CHC COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42374 SYNERGY CHC COR

Description of Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary of the capital stock of Synergy CHC Corp. (the “Company”), does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation, as amended (the “Articles”), and our amended and restated bylaws (the “Bylaws”)

Synergy CHC Reports its Eighth Consecutive Quarter of Profitability and its Fourth Quarter and Full Year 2024 Financial Results Appoints Jaime Fickett as Permanent Chief Financial Officer

Exhibit 99.1 Synergy CHC Reports its Eighth Consecutive Quarter of Profitability and its Fourth Quarter and Full Year 2024 Financial Results Appoints Jaime Fickett as Permanent Chief Financial Officer WESTBROOK, Maine, March 31, 2025 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, is announcing its financial results for th

Insider Trading Policy

Exhibit 19.1 SYNERGY CHC CORP. INSIDER TRADING COMPLIANCE POLICY (Effective as of October 22, 2024) Synergy CHC Corp. (the “Company”) has a culture which requires, and has developed a well-earned reputation for, integrity, ethical conduct and fair dealing. It is the purpose of this policy to set forth basic guidelines for trading in the Company’s securities (including, without limitation, its comm

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 27, 2025 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42374 SYNE

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 6, 2024 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employ

Synergy CHC Reports its Seventh Consecutive Quarter of Profitability and its Third Quarter 2024 Financial Results

Exhibit 99.1 Synergy CHC Reports its Seventh Consecutive Quarter of Profitability and its Third Quarter 2024 Financial Results WESTBROOK, Maine, December 6, 2024 – Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a provider of consumer health care and lifestyle products, announced today its financial results for the three months ended September 30, 2024. “We are excited to announce o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 4, 2024 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 000-55098 99-0379440 (State or Other Jurisdiction (Commission File Number) (IRS Employ

Form of Lock-Up Agreement

EX-2 3 ea021950401ex99-2synergy.htm FORM OF LOCK-UP AGREEMENT Exhibit 2 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned understands that you, as the representative (the “Representative”) of the several underwriters named therein, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Synergy CHC Corp., a N

SNYR / Synergy CHC Corp. / Ross Jack - SCHEDULE 13D Activist Investment

SC 13D 1 ea0219504-13drosssynergy.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Synergy CHC Corp. (Name of Issuer) Common Stock, $0.00001 par value (Title of Class of Securities) 87165D208 (CUSIP Number) Jack Ross 156 Heddas Way Fall River, Nova Scotia B2T 0J4 (902) 237-1220 (Name, A

Joint Filing Agreement

EX-1 2 ea021950401ex99-1synergy.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing

SNYR / Synergy CHC Corp. / SANDERS MORRIS HARRIS LLC - SANDERS MORRIS HARRIS LLC Passive Investment

SC 13G 1 snyr102524.htm SANDERS MORRIS HARRIS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 SYNERGY CHC CORP COM NEW (Name of Issuer) COMMON STOCK (Title of Class of Securities) 87165D208 (CUSIP Number) October 25, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

1,150,000 Shares Common Stock Synergy CHC Corp.

PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-280556 Registration No. 333-282780 1,150,000 Shares Common Stock Synergy CHC Corp. Synergy CHC Corp. is offering 1,150,000 shares of our common stock, par value $0.00001 per share, at an offering price of $9.00 per share. Prior to September 28, 2021, shares of our common stock were quoted on the OTC Markets Group, Inc. Pink tier unde

As filed with the Securities and Exchange Commission on October 22, 2024

As filed with the Securities and Exchange Commission on October 22, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00001 per share(1)(2) 457(a) 172,500 $ 9

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations October 22, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on October 21, 2024, The Nasdaq Stock Market LLC (the "Exchange") recei

UNITED STATES Securities and Exchange commission Washington, D.C. 20549 FORM 8-A For registration of certain classes of securities Pursuant to section 12(b) or (g) of the Securities exchange act of 1934 SYNERGY CHC CORP. (Exact name of registrant as

UNITED STATES Securities and Exchange commission Washington, D.C. 20549 FORM 8-A For registration of certain classes of securities Pursuant to section 12(b) or (g) of the Securities exchange act of 1934 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) Nevada 99-0379440 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 865

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 21, 2024

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies a

Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660

Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 October 21, 2024 VIA EDGAR Ms.

Synergy CHC Corp.

Synergy CHC Corp. October 21, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies and Gentlemen, The Company hereby request

Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660

Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 October 18, 2024 VIA EDGAR Ms.

Synergy CHC Corp.

Synergy CHC Corp. October 18, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies and Gentlemen, The Company hereby request

As filed with the Securities and Exchange Commission on October 15, 2024

As filed with the Securities and Exchange Commission on October 15, 2024 Registration No.

October 15, 2024

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com October 15, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Van

LETTER

October 11, 2024 Jack Ross Chief Executive Officer Synergy CHC Corp. 865 Spring Street Westbrook, ME 04092 Re: Synergy CHC Corp. Amendment No. 6 to Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-280556 Dear Jack Ross: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and

As filed with the Securities and Exchange Commission on October 10, 2024

As filed with the Securities and Exchange Commission on October 10, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00001 per share(1)(2) 457(a) 1,150,000 $

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 1, 2024

Synergy CHC Corp. 865 Spring Street Westbrook, Maine 04092 (207) 321-2350 October 1, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies an

Synergy CHC Corp.

Synergy CHC Corp. September 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Tamika Sheppard Joe McCann Re: Synergy CHC Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-280556) (the “Registration Statement”) Ladies and Gentlemen, The Company hereby reque

Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660

Roth Capital Markets, LLC 888 San Clemente Drive Newport Beach, CA 92660 September 30, 2024 VIA EDGAR Ms.

Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on September 16, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF SYNERGY CHC CORP. Adopted in accordance with the provisions of Section 78.2055 of the Nevada Revised Statutes Synergy CHC Corp. (the “Corporation”), a corporation organized and existing under the laws of the State of Nevada, by its duly authorized officer, does hereby certify: FIRST: That the Board of Directors of the Corporation

September 16, 2024

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com September 16, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner V

REGISTRATION STATEMENT

LETTER

September 13, 2024 Jack Ross Chief Executive Officer Synergy CHC Corp. 865 Spring Street Westbrook, ME 04092 Re: Synergy CHC Corp. Amendment No. 4 to Registration Statement on Form S-1 Filed September 9, 2024 File No. 333-280556 Dear Jack Ross: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement

As filed with the Securities and Exchange Commission on September 9, 2024

As filed with the Securities and Exchange Commission on September 9, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.00001 per share(1)(2) 457(a) 2,300,000 $

Form of Underwriting Agreement.

Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock [●], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto c/o Roth Capital Partners, LLC888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and cond

Amended and Restated Promissory Note, dated August 28, 2024, by Boombod Ltd in favor of Synergy CHC Corp.

Exhibit 10.39 AMENDED AND RESTATED PROMISSORY NOTE August 28, 2024 This AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is made by Boombod Ltd, a UK corporation, having its principal place of business at Haslers Old, Old Station Road, Loughton, Essex, IG10 4PL, as maker (“Borrower”), to the order of Synergy CHC Corp, a Nevada Corporation, located at 865 Spring Street, Westbrook, Maine, 04092, a

As filed with the Securities and Exchange Commission on August 28, 2024

As filed with the Securities and Exchange Commission on August 28, 2024 Registration No.

August 28, 2024

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com August 28, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Vane

Form of Underwriter Warrants.

Exhibit 4.1 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. SYNERGY CHC CORP. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: [●] (“Issuance Date”) Syne

LETTER

August 27, 2024 Jack Ross Chief Executive Officer Synergy CHC Corp. 865 Spring Street Westbrook, ME 04092 Re: Synergy CHC Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed August 14, 2024 File No. 333-280556 Dear Jack Ross: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and p

Promissory Note, dated August 9, 2024, by Boombod Ltd in favor of Synergy CHC Corp.

Exhibit 10.39 Boombod Ltd Haslers Old, Old Station Road, Loughton, Essex, IG10 4PL (902) 237-1220 promissory note August 9th, 2024 This promissory note summarizes the principal terms of the Promissory Note between Boombod Ltd, a UK corporation (the “Individual”), located at Haslers Old, Old Station Road, Loughton, Essex, IG10 4PL, and Synergy CHC Corp, a US Corporation, located at 865 Spring Stree

As filed with the Securities and Exchange Commission on August 13, 2024

As filed with the Securities and Exchange Commission on August 13, 2024 Registration No.

August 13, 2024

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com August 13, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Vane

LETTER

August 8, 2024 Jack Ross Chief Executive Officer Synergy CHC Corp. 865 Spring Street Westbrook, ME 04092 Re: Synergy CHC Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed July 29, 2024 File No. 333-280556 Dear Jack Ross: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and pro

Synergy CHC Corp. 2024 Equity Incentive Plan, and amendment thereto.

Exhibit 10.5 SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Synergy CHC Corp. 2024 Equity Incentive Plan (the “Plan”) is to provide a means through which Synergy CHC Corp. (“the Company”) and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, e

Form of Underwriting Agreement.

Exhibit 1.1 SYNERGY CHC CORP. UNDERWRITING AGREEMENT [●] Shares of Common Stock [●], 2024 Roth Capital Partners, LLC As the Representative of the Several Underwriters Named on Schedule I hereto c/o Roth Capital Partners, LLC888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and cond

As filed with the Securities and Exchange Commission on July 29, 2024

As filed with the Securities and Exchange Commission on July 29, 2024 Registration No.

July 29, 2024

NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW W. David Mannheim T: 919.329.3804 [email protected] 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T: 919.329.3800 F: 919.329.3799 nelsonmullins.com July 29, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attention: Tracie Mariner Vaness

Form of Underwriter Warrants.

Exhibit 4.1 PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. SYNERGY CHC CORP. Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date of Issuance: [●] (“Issuance Date”) Syne

LETTER

July 25, 2024 Jack Ross Chief Executive Officer Synergy CHC Corp. 865 Spring Street Westbrook, ME 04092 Re: Synergy CHC Corp. Registration Statement on Form S-1 Filed June 28, 2024 File No. 333-280556 Dear Jack Ross: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested informa

BYLAWS ORO CAPITAL CORPORATION

Exhibit 3.2 BYLAWS OF ORO CAPITAL CORPORATION I. SHAREHOLDER’S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the

Form of Amended and Restated Bylaws, to be in effect upon consummation of this offering.

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF SYNERGY CHC CORP. ARTICLE I. OFFICES Section 1.1. REGISTERED OFFICE - The registered office of the Corporation shall be in the City of North Las Vegas, State of Nevada. Section 1.2. OTHER OFFICES - The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determin

Second Amendment to Amended and Restated Loan Agreement, dated March 27, 2019, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.19 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the “Second Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the

Merchant Loan Agreement, dated May 1, 2024, between WebBank and Synergy CHC Corp.

Exhibit 10.32 Merchant Loan Agreement Total Payment Amount: Loan Amount: Cost of Funds: $418,100.00 $370,000.00 USD $48,100.00 USD Repayment rate: Term: USD 25% of daily sales 18 Months This Merchant Loan Agreement (“Agreement”), dated as of the Effective Date (as defined below) is between WebBank, a Utah-chartered industrial bank (“Lender,” “We”, “Us” or “Our”), and Synergy CHC Corp (“Borrower,”

Distribution Agreement (Canada), dated January 1, 2017, between Knight Therapeutics Inc. and Sneaky Vaunt Corp.

Exhibit 10.26 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SNEAKY VAUNT CORP. (“SVC”), a corporation formed under the laws of Delaware. WHEREAS Synergy CHC Corp (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distribution, l

FOCUSfactor Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc. and Synergy CHC Corp.

Exhibit 10.15 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distribution, license

Synergy CHC Corp. 2024 Equity Incentive Plan, and amendment thereto (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. on June 28, 2024).

Exhibit 10.5 SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Synergy CHC Corp. 2024 Equity Incentive Plan (the “Plan”) is to provide a means through which Synergy CHC Corp. (“the Company”) and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, e

Asset Purchase Agreement, dated January 16, 2015, by and among Synergy Strips Corp.; Factor Nutrition Labs, LLC; Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc.

Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of January 16, 2015, is by and among Synergy Strips Corp. (the “Buyer”); Factor Nutrition Labs, LLC, a Delaware limited liability company (the “Seller”); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a “Principal Owner”); and, for purposes of Article XIV hereof, Jack Ross (“Guaran

Distribution Agreement (Remaining Territories), dated February 15, 2016, between Knight Therapeutics (Barbados) Inc. and Nomad Choice Pty Ltd.

Exhibit 10.25 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight are parties to that certain distribution,

Third Amendment Agreement, dated May 8, 2020, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.20 THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the “Third Amendment”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Borrower”) WHEREAS the Borrower and the Lender are parties to

Distribution Agreement (Remaining Territories), dated January 1, 2017, between Knight Therapeutics (Barbados) Inc. and Sneaky Vaunt Corp.

Exhibit 10.27 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and SNEAKY VAUNT CORP (“SVC”), a corporation fowled under the laws of Delaware. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight are parties to that certain distribution, license a

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 Synergy CHC Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.00001 per share(3)(4) 457(o) — — $

Form of Securities Purchase Agreement, dated March 8, 2022, by and between Synergy CHC Corp. and the purchasers identified on the signature pages thereto.

Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2022, between Synergy CHC Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers” or a “Subscriber” or “Subscribers”). WHEREAS, subject

Clawback Policy.

Exhibit 99.1 SYNERGY CHC CORP. Incentive Compensation Recovery Policy (the “Policy”) 1. Recovery of Excess Incentive Compensation. If Synergy CHC Corp. (the “Company”) is required to prepare a Restatement, the Company’s board of directors (the “Board”) shall, unless the Board’s Compensation Committee determines it to be Impracticable, take reasonably prompt action to recover all Recoverable Compen

Master Vendor Agreement, dated July 26, 2022, between iHerb, LLC and Synergy CHC Corp.

Exhibit 10.30 Master Vendor Agreement This Master Vendor Agreement (“Agreement”) is hereby entered into this July 26, 2022, (the “Effective Date”) by and between iHerb, LLC, whose principal place of business is located at 17400 Laguna Canyon Road, Suite 400, Irvine, CA 92618 (“iHerb”), and Synergy CHC Corp. whose principal place of business is located at 865 Spring Street, Westbrook, Maine 04092 (

Agreement and Plan of Merger, dated April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc. and Synergy Strips Corp.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1.6. Directors and Office

Costco Wholesale Basic Vendor Agreement, dated October 9, 2009, between Factor Nutrition Labs LLC and Costco Wholesale Corporation.

Exhibit 10.28 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Date: October 9, 2009 Vendor A/P No. Dept. No COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Factor Nutrition Labs LLC (“Vendor”) and Costco Wh

Amendment to Bylaws.

Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the “Corporation”) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the “Bylaws”); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m

Settlement and Release Agreement, dated December 17, 2015, by and between Synergy CHC Corp., the former shareholders of Breakthrough Products, Inc. and URX ACQUISITION TRUST on its own behalf and as representative of certain shareholders.

Exhibit 10.13 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (“Agreement”) by and between Synergy CHC Corp., a Nevada corporation (“Releasor”), the former shareholders (the “Shareholders”) of Breakthrough Products, Inc., a Delaware corporation (the “Company”), URX ACQUISITION TRUST, a Delaware statutory trust (the “Trust”), on its own behalf and as the representative of the

Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp. and Kenek Brands Inc.

Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (“Consultant”) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (“the Company”). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant The Consultant will p

Contribution Agreement, dated August 18, 2015, among Hand MD, LLC, Principal Owners as listed therein, Synergy CHC Corp. and Hand MD Corp.

Exhibit 10.6 CONTRIBUTION AGREEMENT This Contribution Agreement (the “Agreement”) is made effective as of the 18th day of August, 2015 (the “Effective Date”) among Hand MD, LLC, a California limited liability company (“Seller”); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a “Principal Owner”); Synergy CHC Corp., a Nevada corporation (“Synergy”); and Hand MD Corp., a Delaware corporati

Synergy Strips Corp. 2014 Stock Incentive Plan.

Exhibit 10.4 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the “Company”), to acquire and hold stock in the Company as an added incentive to remain with the Comp

Asset Purchase Agreement, dated June 21, 2017, among Synergy CHC Corp., Perfekt Beauty Holdings LLC and CDG Holdings, LLC.

Exhibit 10.16 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (“Buyer”); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company “Seller”); and (C) CDG Holdings, LLC, a Delaware limited liability company (the “Member”). WITNESSETH: WHEREAS, the

First Amendment to Amended and Restated Loan Agreement, dated May 14, 2018, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.18 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the “First Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (here

Stock Purchase Agreement, dated November 12, 2015, by and among Breakthrough Products, Inc., URX ACQUISITION TRUST, Jordan Eisenberg, other shareholders as listed therein and Synergy CHC Corp.

Exhibit 10.8 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the “Company”), URX ACQUISITION TRUST, a Delaware statutory trust, (the “Trust”), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (“Eisenberg”), the other shareholders of the Company lis

Merchant Loan Agreement, dated January 29, 2024, between WebBank and Synergy CHC Corp.

Exhibit 10.31 Merchant Loan Agreement Total Payment Amount: Loan Amount: Cost of Funds: Repayment rate: $141,250.00 USD $125,000.00 USD $16,250.00 USD 17% of daily sales This Merchant Loan Agreement (“Agreement”), dated as of the Effective Date (as defined below) is between WebBank, a Utah-chartered industrial bank (“Lender,” “We”, “Us” or “Our”), and Synergy CHC Corp (“Borrower,” “You”, or “Your”

Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp.

Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 11 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G

Fifth Amendment Agreement, dated September 30, 2023, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.22 FIFTH AMENDMENT AGREEMENT entered into as of September 30, 2023 (this “Fifth Amendment”), BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.); (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “

Fourth Amendment Agreement, dated July 7, 2022, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.21 FOURTH AMENDMENT AGREEMENT entered into as of the July 7, 2022 (the “Fourth Amendment”), BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.); (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “B

Modification Agreement, dated June 14, 2023, by and among Sanders Morris Harris, LLC, Mr. Don A. Sanders and Synergy CHC Corp.

Exhibit 10.36 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Agreement”), is made and entered into effective as of this 14th day of June, 2023, by and among SANDERS MORRIS HARRIS, LLC, in its capacity as representative of the Noteholders (defined below) and Mr. Don A. Sanders (the “REPRESENTATIVE”), Don A. Sanders and SYNERGY CLIC CORP., a Nevada corporation (the “COMPANY”), (each a “Pa

List of subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada

Intellectual Property License Agreement, dated August 18, 2015, by and between Synergy CHC Corp. and Hand MD Corp.

Exhibit 10.7 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, effective August 18, 2015 (the “Effective Date”), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (“Synergy”) and HAND MD CORP., a corporation incorporated under the laws of Delaware (“Hand”). RECITALS WHEREAS, Hand owns or licenses all right, title and interest in and

Asset Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp. and Knight Therapeutics, Inc.

Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the “Purchaser”) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (“Knight”) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (“Origin”); (B) WHEREAS on April 7, 2015 b

Amendment and Confirmation Agreement, dated December 3, 2015, by and among Knight Therapeutics (Barbados) Inc., Nomad Choice Pty Ltd., Synergy CHC Corp. and Breakthrough Products, Inc.

Exhibit 10.12 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of the State of Nevada, and BREAK

Amendment to First Amendment Agreement, dated December 3, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.11 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “Amendment”). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Synergy”) WHEREAS Synergy (then known as

Sixth Amendment Agreement, dated June 6, 2024, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.23 SIXTH AMENDMENT AGREEMENT entered into as June 6, 2024 (this “Sixth Amendment”), BETWEEN: KNIGHT THERAPEUTICS INTERNATIONAL S.A., a company registered under the laws of Uruguay (formerly known as Knight Therapeutics (Barbados) Inc.); (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Borrower”

Distribution Agreement (Canada), dated February 15, 2016, between Knight Therapeutics Inc. and Nomad Choice Pty Ltd.

Exhibit 10.24 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distri

Supplier Agreement by and among Factor Nutrition Labs LLC and Wal-Mart Stores, Inc., Wal-Mart Stores East, LP, Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam’s West, Inc., and Sam’s East, Inc.

Exhibit 10.29 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SUPPLIER AGREEMENT Supplier Number: −40− Effective Date: // This Supplier Agreement (“Agreement”) between the party listed below (“Supplier”) and Wal−Mart St

As filed with the Securities and Exchange Commission on June 28, 2024

As filed with the Securities and Exchange Commission on June 28, 2024 Registration No.

Amended and Restated Loan Agreement, dated August 9, 2017, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.17 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender – and – SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender

First Amendment to Loan Agreement, dated November 12, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.10 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the “First Amendment”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the “Synergy”) WHEREAS Synergy (then known a

Share Purchase Agreement, dated November 15, 2015, between TPR Investments Pty Ltd CAN 128 396 654 as trustee for Polmear Family Trust, Timothy Polmear and Rebecca Polmear, NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea and Synergy CHC Corp.

Exhibit 10.9 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the “Agreement”) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the “Seller”), Timothy Polmear and Rebecca Polmear (collectively, the “Principal Owners”), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited compan

Form of Indemnification Agreement.

Exhibit 10.38 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is made and entered into as of , 2024 between Synergy CHC Corp., a Nevada corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate pro

Promissory Note, dated February 10, 2022, by Synergy CHC Corp. in favor of Don Sanders.

Exhibit 10.33 865 Spring Street, Westbrook, ME 04092 (207) 321-2350 / Synergychc.com PROMISSORY NOTE FINANCING OF SYNERGY CHC CORP. FEBRUARY 10TH 2022 This promissory note summarizes the principal terms of the Promissory Note Financing of Synergy CHC Corp., a Nevada corporation (the “Company”), located at 865 Spring Street, Westbrook, Maine 04092 and Don Sanders, an individual. This promissory not

Consent of Scott Woodburn to be listed as a director nominee.

Exhibit 99.3 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Synergy CHC Corp. (the “Company”), the undersigned hereby consents to being named and described as a director nominee in the Regist

Hand MD Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc. and Synergy CHC Corp.

Exhibit 10.14 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that certain distribution, license and

Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp. and Knight Therapeutics (Barbados) Inc.

Exhibit 10.3 DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (“Synergy”) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (“Knight ) RECITALS WHEREAS Synergy owns or licenses all right, title and interest in and to cert

Articles of Incorporation, as amended.

Exhibit 3.1

Consent of Nitin Kaushal to be listed as a director nominee.

Exhibit 99.2 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Synergy CHC Corp. (the “Company”), the undersigned hereby consents to being named and described as a director nominee in the Regist

Modification Agreement, dated March 31, 2024, by and among Sanders Morris Harris, LLC, Don A. Sanders and Synergy CHC Corp.

Exhibit 10.37 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this “Agreement”), is made and entered into effective as of this 31st day of March, 2024, by and among SANDERS MORRIS HARRIS, LLC, in its capacity as representative of the Noteholders (defined below) and Mr. Don A. Sanders (the “REPRESENTATIVE”) and SYNERGY CHC CORP., a Nevada corporation (the “COMPANY”), (each a “Party” and collect

Code of Business Ethics and Conduct.

Exhibit 14.1 Synergy CHC Corp. CODE OF BUSINESS ETHICS AND CONDUCT (Effective as of , 2024) Introduction Consistent ethical business conduct by all Directors, employees, agents, consultants, contractors and business partners is critical to the preservation and enhancement of the business reputation of Synergy CHC Corp., and its wholly-owned subsidiaries, hereafter referred to as the “Company”, con

Form of Senior Subordinated Debenture due September 8, 2022.

Exhibit 10.35 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

SYNERGY CHC CORP. 865 Spring Street Westbrook, ME 04092 October 14, 2022

SYNERGY CHC CORP. 865 Spring Street Westbrook, ME 04092 October 14, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Synergy CHC Corp. Request to Withdraw Registration Statement on Form S-1 File No. 333-260443 Filed: October 22, 2021 (latest amendment on January 5, 2022) Ladies and Gentlemen: Pursuant to Rule 477 under

Form of Underwriting Agreement.

Exhibit 1.1 Synergy CHC Corp. [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2022 B. Riley Securities, Inc. as Representative of the several Underwriters c/o B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the ?Company?), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively

As filed with the Securities and Exchange Commission on January 4, 2022

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on January 4, 2022 Registration No. 333-260443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Synergy CHC Corp. (Exact name of registrant as specified in its charter) Nevada 2833 99-0379440 (State or other jurisdictio

As filed with the Securities and Exchange Commission on December 14, 2021

As filed with the Securities and Exchange Commission on December 14, 2021 Registration No.

As filed with the Securities and Exchange Commission on November 3, 2021

S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on November 3, 2021 Registration No. 333-260443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Synergy CHC Corp. (Exact name of registrant as specified in its charter) Nevada 2833 99-0379440 (State or other jurisdicti

Costco Wholesale Basic Vendor Agreement, dated October 9, 2009, between Factor Nutrition Labs LLC and Costco Wholesale Corporation.

EX-10.26 35 ex10-26.htm Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Date: October 9, 2009 Vendor A/P No. Dept. No COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Factor Nutrition Labs LLC

List of subsidiaries of the Registrant.

EXHIBIT 21.1 Subsidiaries Name State of Incorporation Hand MD Corp. Delaware NomadChoice Pty Ltd. Tasmania, Australia Synergy CHC Inc. Alberta, Canada

Stock Purchase Agreement, dated November 12, 2015, by and among Breakthrough Products, Inc., URX ACQUISITION TRUST, Jordan Eisenberg, other shareholders as listed therein and Synergy CHC Corp.

Exhibit 10.9 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the ?Agreement?) dated as of November 12, 2015, by and among Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust, (the ?Trust?), Jordan Eisenberg, the chief executive officer and a shareholder of the Company (?Eisenberg?), the other shareholders of the Company lis

Distribution Agreement (Canada), dated February 15, 2016, between Knight Therapeutics Inc. and Nomad Choice Pty Ltd.

EX-10.22 31 ex10-22.htm Exhibit 10.22 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are partie

Amendment to First Amendment Agreement, dated December 3, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.12 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the ?Amendment?). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known as

FOCUSfactor Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc. and Synergy CHC Corp.

Exhibit 10.16 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license

Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp. and Knight Therapeutics (Barbados) Inc.

Exhibit 10.3 DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (?Synergy?) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (?Knight ) RECITALS WHEREAS Synergy owns or licenses all right, title and interest in and to cert

Distribution Agreement (Remaining Territories), dated January 1, 2017, between Knight Therapeutics (Barbados) Inc. and Sneaky Vaunt Corp.

Exhibit 10.25 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, and SNEAKY VAUNT CORP (?SVC?), a corporation fowled under the laws of Delaware. WHEREAS Synergy CHC Corp. (?Synergy?) and Knight are parties to that certain distribution, license a

Second Amendment to Amended and Restated Loan Agreement, dated March 27, 2019, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.20 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the ?Second Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the

Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp. and Kenek Brands Inc.

EX-10.1 10 ex10-1.htm Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (“Consultant”) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (“the Company”). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant

Shopify Capital Agreement, effective May 16, 2021, by and between Shopify Capital Inc. and Synergy CHC Corp.

Exhibit 10.28 Shopify Capital Agreement Total owed: Loan amount: Repayment rate: $ 565,000.00 USD $ 500,000.00 USD 14% of daily sales Every 60 days you?ll be expected to repay at least $94,167.00 USD. These are your 60-day milestones: July 16, 2021 September 14, 2021 November 13, 2021 January 12, 2022 March 13, 2022 May 12, 2022 This Loan Agreement (?Agreement?), dated as of the Funding Date (as d

Settlement and Release Agreement, dated December 17, 2015, by and between Synergy CHC Corp., the former shareholders of Breakthrough Products, Inc. and URX ACQUISITION TRUST and as representative of certain shareholders.

Exhibit 10.14 Settlement and Release AGREEMENT This Settlement and Release Agreement (?Agreement?) by and between Synergy CHC Corp., a Nevada corporation (?Releasor?), the former shareholders (the ?Shareholders?) of Breakthrough Products, Inc., a Delaware corporation (the ?Company?), URX ACQUISITION TRUST, a Delaware statutory trust (the ?Trust?), on its own behalf and as the representative of the

Asset Purchase Agreement, dated June 21, 2017, among Synergy CHC Corp., Perfekt Beauty Holdings LLC and CDG Holdings, LLC.

Exhibit 10.17 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made and entered into this 21st day of June 2017, by and among the following parties: (A) Synergy CHC Corp., a Delaware corporation (?Buyer?); (B) Perfekt Beauty Holdings LLC, a Delaware limited liability company ?Seller?); and (C) CDG Holdings, LLC, a Delaware limited liability company (the ?Member?). WITNESSETH: WHEREAS, the

Amended and Restated Loan Agreement, dated August 9, 2017, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.18 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender ? and ? SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender

Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy Strips Corp.

Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 12 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G

Contribution Agreement, dated August 18, 2015, among Hand MD, LLC, Principal Owners as listed therein, Synergy CHC Corp. and Hand MD Corp.

Exhibit 10.6 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati

Form of Amended and Restated Bylaws, to be in effect upon consummation of this offering.

EX-3.4 9 ex3-4.htm Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF SYNERGY CHC CORP. f/k/a SYNERGY STRIPS CORP. I. SHAREHOLDER’S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within

Distribution Agreement (Canada), dated January 1, 2017, between Knight Therapeutics Inc. and Sneaky Vaunt Corp.

EX-10.24 33 ex10-24.htm Exhibit 10.24 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and SNEAKY VAUNT CORP. (“SVC”), a corporation formed under the laws of Delaware. WHEREAS Synergy CHC Corp (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are parties to that

Distribution Agreement (Remaining Territories), dated February 15, 2016, between Knight Therapeutics (Barbados) Inc. and Nomad Choice Pty Ltd.

EX-10.23 32 ex10-23.htm Exhibit 10.23 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”), a corporation incorporated under the laws of Barbados, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight are parties to tha

Consulting Agreement, dated August 18, 2015, by and between Synergy CHC Corp. And Kara Harshbarger.

Exhibit 10.8 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this ?Agreement?) is made and entered into as of August 18, 2015 (the ?Effective Date?), by and between Synergy CHC Corp., a Nevada corporation (the ?Company?), and Kara Harshbarger (the ?Consultant?). WITNESSETH WHEREAS, the Company desires to engage Consultant to provide certain services on an independent contractor basis as outlined b

Supplier Agreement by and among Factor Nutrition Labs LLC and Wal-Mart Stores, Inc., Wal-Mart Stores East, LP, Wal-Mart Stores East, Inc., Wal-Mart Stores Texas, LP, Sam’s West, Inc., and Sam’s East, Inc.

Exhibit 10.27 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SUPPLIER AGREEMENT Supplier Number: ?40? Effective Date: // This Supplier Agreement (?Agreement?) between the party listed below (?Supplier?) and Wal?Mart St

First Amendment to Loan Agreement, dated November 12, 2015, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.11 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the ?First Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known a

Synergy Strips Corp. 2014 Stock Incentive Plan.

EX-10.4 13 ex10-4.htm Exhibit 10.4 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the “Company”), to acquire and hold stock in the Company as an added incentive t

Amendment and Confirmation Agreement, dated December 3, 2015, by and among Knight Therapeutics (Barbados) Inc., Nomad Choice Pty Ltd, Synergy CHC Corp. and Breakthrough Products, Inc.

Exhibit 10.13 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (?Nomad?), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of the State of Nevada, and BREAK

Intellectual Property License Agreement, dated August 18, 2015, by and between Synergy CHC Corp. and Hand MD. Corp.

EX-10.7 16 ex10-7.htm Exhibit 10.7 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, effective August 18, 2015 (the “Effective Date”), is entered into by and between Synergy CHC Corp., a corporation formed under the laws of the State of Nevada (“Synergy”) and HAND MD CORP., a corporation incorporated under the laws of Delaware (“Hand”). RECITALS WHEREAS, Hand owns or licenses all right, titl

Form of Underwriting Agreement.

EX-1.1 2 ex1-1.htm Exhibit 1.1 Synergy CHC Corp. [●] Shares of Common Stock UNDERWRITING AGREEMENT [●], 2021 B. Riley Securities, Inc. as Representative of the several Underwriters c/o B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I h

Hand MD Distribution Agreement (Canada), dated December 23, 2016, between Knight Therapeutics Inc. and Synergy CHC Corp.

Exhibit 10.15 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license and

Articles of Incorporation, as amended.

Exhibit 3.1

Code of Business Ethics and Conduct.

Exhibit 14.1 Synergy CHC Corp. CODE OF BUSINESS ETHICS AND CONDUCT (Effective as of , 2021) Introduction Consistent ethical business conduct by all Directors, employees, agents, consultants, contractors and business partners is critical to the preservation and enhancement of the business reputation of Synergy CHC Corp., and its wholly-owned subsidiaries, hereafter referred to as the ?Company?, con

Share Purchase Agreement, dated November 15, 2015, between TPR Investments Pty Ltd CAN 128 396 654 as trustee for Polmear Family Trust, Timothy Polmear and Rebecca Polmear, NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea and Synergy CHC Corp.

Exhibit 10.10 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the ?Agreement?) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the ?Seller?), Timothy Polmear and Rebecca Polmear (collectively, the ?Principal Owners?), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited compa

First Amendment to Amended and Restated Loan Agreement, dated May 14, 2018, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

EX-10.19 28 ex10-19.htm Exhibit 10.19 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the “First Amendment Agreement”), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the “Lender”) AND: SYNERGY CHC CORP., a corporation formed under the laws of th

Form of Indemnity Agreement.

Exhibit 10.29 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the ?Agreement?) is made and entered into as of , 2021 between Synergy CHC Corp., a Nevada corporation (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate pro

Asset Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp. and Knight Therapeutics, Inc.

Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the ?Purchaser?) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (?Knight?) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (?Origin?); (B) WHEREAS on April 7, 2015 b

ORO CAPITAL CORPORATION

Exhibit 3.2 BYLAWS OF ORO CAPITAL CORPORATION I. SHAREHOLDER?S MEETING. .01 Annual Meetings. The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the

Amendment to Bylaws.

Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the ?Corporation?) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the ?Bylaws?); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m

Consent of Nitin Kaushal.

Exhibit 99.1 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Synergy CHC Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in the Regist

Power of Attorney (included on signature page).

As filed with the Securities and Exchange Commission on October 22, 2021 Registration No.

Agreement and Plan of Merger, dated April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc. and Synergy Strips Corp.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1.6. Directors and Office

Contribution Agreement, dated August 18, 2015, between Synergy CHC Corp. and Hand MD Corp.

Exhibit 10.5 CONTRIBUTION AGREEMENT This Contribution Agreement (the ?Agreement?) is made effective as of the 18th day of August, 2015 (the ?Effective Date?) among Hand MD, LLC, a California limited liability company (?Seller?); Kara Harshbarger, Alex Khadavi and Afshin Shargani (each a ?Principal Owner?); Synergy CHC Corp., a Nevada corporation (?Synergy?); and Hand MD Corp., a Delaware corporati

Third Amendment Agreement, dated May 8, 2020, between Knight Therapeutics (Barbados) Inc. and Synergy CHC Corp.

Exhibit 10.21 THIRD AMENDMENT AGREEMENT entered into as of the May 8, 2020 (the ?Third Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Borrower?) WHEREAS the Borrower and the Lender are parties to

Asset Purchase Agreement, dated January 22, 2015, by and among Synergy Strips Corp.; Factor Nutrition Labs, LLC; Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc.

Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) dated as of January 22, 2015, is by and among Synergy Strips Corp. (the ?Buyer?); Factor Nutrition Labs, LLC, a Delaware limited liability company (the ?Seller?); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a ?Principal Owner?); and, for purposes of Article XIV hereof. Jack Ross (?Guaran

AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., Synergy Strips Corp. dated as of April 7, 2014 Table of Contents

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among Oro Capital Corporation Synergy Merger Sub, Inc., and Synergy Strips Corp. dated as of April 7, 2014 Table of Contents Page ARTICLE 1 THE MERGER 1 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time of the Merger 2 1.4. Effects of the Merger 2 1.5. Certificate of Incorporation and Bylaws of the Surviving Corporation 2 1.6. Directors and Office

SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT

Exhibit 10.1 SALES AND MARKETING CONSULTANT AND DISTRIBUTION AGREEMENT April 2, 2014 This will confirm the arrangement, terms and conditions pursuant to which Kenek Brands Inc (?Consultant?) has been retained to serve as a consultant and advisor to Synergy Strips Corp. (?the Company?). The undersigned hereby agree to the following terms and conditions: 1. Duties of Consultant The Consultant will p

AMENDMENT AND CONFIRMATION AGREEMENT

Exhibit 10.13 AMENDMENT AND CONFIRMATION AGREEMENT THIS AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (?Nomad?), a corporation formed under the laws of Australia, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of the State of Nevada, and BREAK

Shopify Capital Agreement

Exhibit 10.28 Shopify Capital Agreement Total owed: Loan amount: Repayment rate: $ 565,000.00 USD $ 500,000.00 USD 14% of daily sales Every 60 days you?ll be expected to repay at least $94,167.00 USD. These are your 60-day milestones: July 16, 2021 September 14, 2021 November 13, 2021 January 12, 2022 March 13, 2022 May 12, 2022 This Loan Agreement (?Agreement?), dated as of the Funding Date (as d

HAND MD DISTRIBUTION AGREEMENT

Exhibit 10.15 HAND MD DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license and

DISTRIBUTION AGREEMENT

Exhibit 10.16 FOCUSFactor DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective December 23, 2016, by and among KNIGHT THERAPEUTICS INC. (?Knight?), a corporation incorporated under the laws of Canada, and SYNERGY CHC CORP. (?Synergy?), a corporation formed under the laws of Nevada. WHEREAS Synergy and Knight Therapeutics (Barbados) Inc. (?KB?) are parties to that certain distribution, license

LOAN AGREEMENT Dated as of January 22, 2015 KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents

Exhibit 10.2 LOAN AGREEMENT Dated as of January 22, 2015 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender - and - SYNERGY STRIPS CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions 1 1.2 Schedules and Exhibits 11 1.3 Accounting Terms and Definitions 12 1.4 Currency Conversion 12 1.5 Supplements, Re-enactments, Etc 12 1.6 Headings of Subdivisions 12 1.7 G

DISTRIBUTION AGREEMENT (Remaining Territories)

Exhibit 10.25 DISTRIBUTION AGREEMENT (Remaining Territories) THIS AGREEMENT, effective January 1, 2017, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (?Knight?), a corporation incorporated under the laws of Barbados, and SNEAKY VAUNT CORP (?SVC?), a corporation fowled under the laws of Delaware. WHEREAS Synergy CHC Corp. (?Synergy?) and Knight are parties to that certain distribution, license a

Synergy CHC Corp. [●] Shares of Common Stock UNDERWRITING AGREEMENT

Exhibit 1.1 Synergy CHC Corp. [?] Shares of Common Stock UNDERWRITING AGREEMENT [?], 2021 B. Riley Securities, Inc. as Representative of the several Underwriters c/o B. Riley Securities, Inc. 299 Park Avenue New York, NY 10171 Ladies and Gentlemen: Synergy CHC Corp., a Nevada corporation (the ?Company?), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively

SUPPLIER AGREEMENT

Exhibit 10.27 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. SUPPLIER AGREEMENT Supplier Number: ?40? Effective Date: // This Supplier Agreement (?Agreement?) between the party listed below (?Supplier?) and Wal?Mart St

LOAN AMENDMENT AGREEMENT

Exhibit 10.19 LOAN AMENDMENT AGREEMENT LOAN AMENDMENT AGREEMENT TO AMENDED AND RESTATED LOAN AGREEMENT entered into as of the 14th day of May 2018 (the ?First Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (here

Article 1

Exhibit 10.11 FIRST AMENDMENT TO LOAN AGREEMENT entered into as of the 12th day of November, 2015 (the ?First Amendment?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known a

ASSET PURCHASE AGREEMENT

Exhibit 2.3 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made and dated as of June 26, 2015. BETWEEN: Neuragen Corp., a corporation formed under the laws of the State of Delaware; (the ?Purchaser?) AND: KNIGHT THERAPEUTICS INC., a corporation formed under the laws of Canada; (?Knight?) RECITALS (A) WHEREAS Knight was a secured creditor of Origin Biomed Inc. (?Origin?); (B) WHEREAS on April 7, 2015 b

COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004)

Exhibit 10.26 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Date: October 9, 2009 Vendor A/P No. Dept. No COSTCO WHOLESALE BASIC VENDOR AGREEMENT United States (2004) Factor Nutrition Labs LLC (?Vendor?) and Costco Wh

AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender – and – SYNERGY CHC CORP. as Borrower Table of Contents

Exhibit 10.18 AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 9, 2017 between KNIGHT THERAPEUTICS (BARBADOS) INC. as Lender ? and ? SYNERGY CHC CORP. as Borrower Table of Contents Page ARTICLE 1 - DEFINITIONS 1 1.1 General Definitions. 1 1.2 Schedules and Exhibits. 19 1.3 Accounting Terms and Definitions. 20 1.4 Supplements, Re-enactments, Etc. 20 1.5 Headings of Subdivisions. 20 1.6 Gender

SHARE PURCHASE AGREEMENT

Exhibit 10.10 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (the ?Agreement?) dated as of November 15, 2015, between TPR Investments Pty Ltd ACN 128 396 654 as trustee for Polmear Family Trust (the ?Seller?), Timothy Polmear and Rebecca Polmear (collectively, the ?Principal Owners?), NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited compa

DISTRIBUTION AGREEMENT (Canada)

EX-10.22 30 filename30.htm Exhibit 10.22 DISTRIBUTION AGREEMENT (Canada) THIS AGREEMENT, effective February 15, 2016, by and among KNIGHT THERAPEUTICS INC. (“Knight”), a corporation incorporated under the laws of Canada, and NOMAD CHOICE PTY LTD. (“Nomad”), a corporation formed under the laws of Australia. WHEREAS Synergy CHC Corp. (“Synergy”) and Knight Therapeutics (Barbados) Inc. (“KB”) are par

DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT

Exhibit 10.3 DISTRIBUTION, LICENSE AND SUPPLY AGREEMENT THIS AGREEMENT, effective January 22, 2015, by and between SYNERGY STRIPS CORP., a corporation formed under the laws of the State of Nevada (?Synergy?) and KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation incorporated under the laws of Barbados (?Knight ) RECITALS WHEREAS Synergy owns or licenses all right, title and interest in and to cert

ASSET PURCHASE AGREEMENT

Exhibit 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) dated as of January 22, 2015, is by and among Synergy Strips Corp. (the ?Buyer?); Factor Nutrition Labs, LLC, a Delaware limited liability company (the ?Seller?); Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc. (each a ?Principal Owner?); and, for purposes of Article XIV hereof. Jack Ross (?Guaran

AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP.

Exhibit 3.3 AMENDMENT TO BYLAWS OF SYNERGY STRIPS CORP. THIS AMENDMENT to the Bylaws of Synergy Strips Corp. (the ?Corporation?) is dated as of the 22nd day of June 2015. WHEREAS, the Board of Directors and shareholders of the Corporation have adopted the Bylaws of Synergy Strips Corp. (as amended, the ?Bylaws?); and WHEREAS, pursuant to Article X.01 of the Bylaws, the Bylaws may be amended by a m

Consent of Director Nominee Synergy CHC Corp.

Exhibit 99.1 Consent of Director Nominee Synergy CHC Corp. Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the ?Securities Act?), in connection with the Registration Statement on Form S-1 (the ?Registration Statement?) of Synergy CHC Corp. (the ?Company?), the undersigned hereby consents to being named and described as a director nominee in the Regist

Article 1

Exhibit 10.12 AMENDMENT TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the ?Amendment?). BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the laws of the State of Nevada; (hereinafter called the ?Synergy?) WHEREAS Synergy (then known as

SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT

Exhibit 10.20 SECOND AMENDMENT TO AMENDED & RESTATED LOAN AGREEMENT The SECOND AMENDMENT to the AMENDED AND RESTATED LOAN AGREEMENT is entered into as of the 27th day of March 2019 (the ?Second Amendment Agreement?), BETWEEN: KNIGHT THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws of Barbados; (hereinafter called the ?Lender?) AND: SYNERGY CHC CORP., a corporation formed under the

Synergy Strips Corp. 2014 Equity Incentive Plan

Exhibit 10.4 Synergy Strips Corp. 2014 Equity Incentive Plan 1. ESTABLISHMENT OF PLAN; DEFINITIONS 1.1 Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees, directors, and consultants of Synergy Strips Corp., a Nevada corporation (the ?Company?), to acquire and hold stock in the Company as an added incentive to remain with the Comp

EX-3.1

Exhibit 3.1