Filing Analysis
Synergy CHC Corp. (SNYR) received a formal written notice from Nasdaq on May 15, 2026, indicating non-compliance with the Minimum Bid Price Requirement (Nasdaq Listing Rule 5550(a)(2)), as the stock's closing bid price has remained below $1.00 per share for 30 consecutive business days. The Company has an initial 180-day compliance period expiring November 11, 2026, to regain compliance, with a potential second 180-day extension available. Failure to regain compliance would result in delisting from The Nasdaq Capital Market.
🚩 Red Flags
- Stock price below $1.00 for at least 30 consecutive business days, triggering Nasdaq minimum bid price deficiency
- Explicit mention of a potential reverse stock split as a cure mechanism — a significant red flag for micro-cap investors signaling severe price deterioration
- Company provides no assurance it can regain compliance: 'There can be no assurance that the Company will be able to regain compliance'
- Potential delisting risk if compliance not achieved by November 11, 2026 (with possible extension to ~May 2027)
- Delisting from Nasdaq Capital Market would severely impair liquidity and investor access to shares
📋 Key Facts
- Nasdaq notice received on May 15, 2026, for failure to comply with Minimum Bid Price Requirement (Rule 5550(a)(2))
- Stock has traded below $1.00 per share for 30+ consecutive business days as of notice date
- Initial 180-day compliance period granted; deadline to regain compliance is November 11, 2026
- Compliance requires closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days
- A second 180-day compliance period may be available if the Company meets all other initial listing standards except minimum bid price
- Company explicitly acknowledges it may need to effect a reverse stock split to cure the deficiency during the second compliance period
- No immediate effect on current Nasdaq listing status as of filing date
- Filing signed by CEO Jack Ross on May 18, 2026
- Company is incorporated in Nevada and listed on The Nasdaq Capital Market under ticker SNYR
Synergy CHC Corp. (SNYR) filed a Form 8-K on May 14, 2026, to report financial results for the quarter ended March 31, 2026. The filing also notes a change in the company's principal executive office address from Westbrook to North Windham, Maine.
📋 Key Facts
- Financial results reported for the fiscal quarter ended March 31, 2026
- Press release dated May 14, 2026, was furnished as Exhibit 99.1
- Principal executive office address changed from 865 Spring Street, Westbrook, Maine to 700 Roosevelt Trail STE 8 #1016, N. Windham, Maine
- The report was signed by CEO Jack Ross on May 14, 2026
Synergy CHC Corp. entered into a $36 million Equity Purchase Agreement (ELOC) with Hudson Global Ventures, LLC, allowing the company to sell common stock at a discount over a 24-month period. As consideration, the company issued 1,540,000 warrants with a nominal exercise price of $0.01 per share.
🚩 Red Flags
- Highly dilutive pricing mechanism based on the 'lowest' traded prices rather than average market price.
- Issuance of 1.54 million warrants at a nominal $0.01 exercise price acts as a significant immediate dilution/fee.
- Restrictive covenants regarding future financing and a Right of First Refusal that could limit the company's financial flexibility.
- Potential for 'death spiral' dynamics where sales under the ELOC put downward pressure on the stock price, triggering further dilution.
📋 Key Facts
- The agreement provides access to up to $36,000,000 in capital over 24 months at the Company's discretion.
- Purchase price is set at the lesser of 95% of the average of the three lowest traded prices in a 5-day lookback or 95% of the lowest closing price in a 3-day look-forward period.
- The Company issued a warrant for 1,540,000 shares to the investor with an exercise price of $0.01 per share, expiring in five years.
- Individual drawdowns are capped at the lesser of $2,500,000 or 200% of the average daily trading volume.
- The agreement includes a Right of First Refusal (ROFR) for the investor on future 'Variable Rate Transactions'.
- If the Company enters a Variable Rate Transaction without the investor, the ELOC discount increases from 5% to 10% (90% of market price).
Synergy CHC Corp. entered into a second amendment to its credit agreement with ACP Agency, LLC, restructuring its debt obligations due to apparent liquidity constraints. The amendment includes provisions for paid-in-kind (PIK) interest, a mandatory $10 million equity raise requirement, and the issuance of 3 million nominal-price warrants to the lender that become exercisable upon a default.
🚩 Red Flags
- Paid-in-kind (PIK) interest indicates the company is unable to meet cash interest obligations.
- Extremely high leverage covenant (20.00:1.00) suggests severe financial distress.
- Issuance of 'penny' warrants to a lender that trigger on default is highly dilutive and indicative of distressed debt restructuring.
- Mandatory equity raise requirement of $10M is significant relative to typical micro-cap liquidity.
- Automatic conversion of SOFR loans to Reference Rate loans typically increases the cost of capital.
📋 Key Facts
- The amendment restructures the amortization schedule with principal payments starting at $175,000 in July 2026 and increasing to $350,000 quarterly by April 2027.
- Interest due on March 2, 2026, was paid-in-kind (capitalized into principal), and the April 1, 2026, payment may also be PIK.
- The company must raise at least $10,000,000 in net cash proceeds from equity issuances by September 30, 2026, or face a 2.00% per annum interest rate increase.
- Financial covenants were revised to include a maximum senior net leverage ratio of 20.00:1.00 for the quarter ended December 31, 2025.
- A warrant for 3,000,000 shares was issued to the lender at an exercise price of $0.00001, exercisable upon a 'Qualified Event of Default'.
- Effective February 1, 2026, all Term SOFR loans were converted to higher-cost Reference Rate Loans until $4,000,000 in principal is repaid.
Synergy CHC Corp. received notice that Gravity Pharma General Trading LLC is terminating a $2.9 million brand license agreement 'ab initio.' The agreement, which covered the UAE and Turkey markets, had its license fee previously recognized as revenue by the company.
🚩 Red Flags
- Termination 'ab initio' strongly implies that the $2.9 million in previously recognized revenue may need to be reversed or restated.
- Loss of a significant international licensing partner for core brands.
- Potential for legal disputes or financial instability following the loss of the $2.9 million fee.
📋 Key Facts
- Termination notice received on February 27, 2026, from Gravity Pharma General Trading LLC.
- The Brand License Agreement was originally dated March 31, 2025, and amended June 30, 2025.
- The agreement involved an aggregate license fee of $2.9 million for FOCUSfactor and Flat Tummy Co. products.
- The territory covered was the United Arab Emirates and Turkey.
- The company had already accounted for the $2.9 million fee as revenue.
- Termination is specified as 'ab initio' (from the beginning).