Filing Analysis
Synergy CHC Corp. has received a notice from its administrative agent, ACP Agency, LLC, accelerating all obligations under its Term Loan Credit Agreement. This follows previously disclosed events of default and results in approximately $18.9 million becoming immediately due and payable.
🚩 Red Flags
- Immediate acceleration of $18.9 million in debt creates an extreme liquidity crisis.
- Follows previously disclosed 'Events of Default' (reported Aug 11, 2026).
- High probability of insolvency or bankruptcy filing due to inability to repay accelerated debt.
📋 Key Facts
- Acceleration Notice received on August 25, 2026, from ACP Agency, LLC.
- All commitments under the Credit Agreement (dated May 30, 2025) have been terminated.
- Approximately $18.9 million was declared immediately due and payable as of August 21, 2026.
- The acceleration is exclusive of additional interest, fees, costs, and expenses that continue to accrue.
Synergy CHC Corp. received a notice from Nasdaq on August 20, 2026, stating the company is in non-compliance with Nasdaq Listing Rule 5250(c)(1) due to a failure to file its Form 10-Q for the period ended June 30, 2026. The company stated it can provide no assurance regarding when or if it will regain compliance.
🚩 Red Flags
- Failure to file required periodic financial reports (10-Q).
- Explicit statement that the company 'can provide no assurance' as to when or whether it will file the report or regain compliance.
- Potential for imminent delisting if reporting requirements are not met.
📋 Key Facts
- Received Nasdaq notice on August 20, 2026.
- Non-compliance is due to failure to file the Quarterly Report (Form 10-Q) for the period ended June 30, 2026.
- The notice is based on Nasdaq Listing Rule 5250(c)(1) regarding timely periodic financial reports.
- The notice has no immediate effect on the listing status, but compliance is not guaranteed.
Synergy CHC Corp. held its 2026 annual meeting where stockholders approved several critical measures, including a massive increase in equity available for issuance and authorization for the Board to execute reverse stock splits of up to 1-for-200.
🚩 Red Flags
- Authorization of reverse stock splits up to 1-for-200 (indicates potential delisting risk or extreme share price depression).
- Significant increase in equity dilution via the expansion of the 2024 Equity Incentive Plan.
- Approval for repricing of outstanding awards, which can be dilutive to existing shareholders.
- Issuance of shares to comply with Nasdaq rules regarding warrants suggests potential regulatory/compliance pressure.
📋 Key Facts
- Stockholders approved an amendment to the 2024 Equity Incentive Plan to increase shares available to 150,000,000.
- The Amendment allows for the repricing of outstanding awards.
- Stockholders approved a proposal authorizing one or more reverse stock splits with an aggregate ratio not exceeding 1-for-200.
- Approval was granted for the issuance of shares related to a Lender Warrant to comply with Nasdaq Listing Rules 5635(b) and (d).
- RBSM LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
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).
Synergy CHC Corp. filed an 8-K to announce its financial and operating results for the quarter ended September 30, 2025.
📋 Key Facts
- Reporting date: November 13, 2025
- Period covered: Quarter ended September 30, 2025
- The filing includes a press release (Exhibit 99.1) detailing financial and operating results.
- The information is furnished rather than filed under Section 18 of the Exchange Act.
Synergy CHC Corp. announced a leadership transition involving the resignation of Director Scott Woodburn from the Board to become Head of Strategic Partnerships, and the appointment of Teresa Thompson to fill his board seats.
🚩 Red Flags
- None identified; the director resignation is tied to an internal promotion/role change rather than a disagreement with management.
📋 Key Facts
- Scott Woodburn resigned from the Board of Directors effective September 22, 2025, to assume the role of Head of Strategic Partnerships.
- Teresa Thompson appointed to the Board, filling vacancies on the Audit, Compensation, and Nominating/Corporate Governance Committees.
- Ms. Thompson brings significant retail experience, having served as a pharmacy OTC buyer for Costco Wholesale from 1986 to June 2025.
- Ms. Thompson will receive $25,000 in annual cash compensation and an annual equity award of $25,000.
Synergy CHC Corp. announced the closing of a public offering of 1,750,000 shares of common stock at $2.50 per share, raising approximately $4.375 million in gross proceeds. The funds are intended for working capital and general corporate purposes.
🚩 Red Flags
- Dilution: Issuance of 1.75 million new shares will dilute existing shareholders.
- Warrant overhang: The issuance of Representative Warrants (3% of the offering) creates potential future dilution and downward pressure on stock price upon exercise.
📋 Key Facts
- Offering size: 1,750,000 shares of common stock.
- Offering price: $2.50 per share.
- Gross proceeds: $4.375 million.
- Underwriting agent: Bancroft Capital, LLC.
- Net proceeds estimate: Approximately $3.875 million after deducting ~$0.5 million in total expenses (including 7% commission).
- Over-allotment option: Representative has a 45-day option to purchase up to 262,500 additional shares.
- Warrants issued: 52,500 Representative Warrants at an exercise price of $2.75 per share, subject to a 180-day lock-up and expiring in tranches over 3-5 years.
Synergy CHC Corp. filed an 8-K to furnish a press release regarding new business developments issued on August 18, 2025.
📋 Key Facts
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
- A press release was issued on August 18, 2025, regarding 'new business developments'.
- The information in the press release is furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18 liability.
Synergy CHC Corp. filed an 8-K to announce its financial and operating results for the fiscal quarter ended June 30, 2025.
📋 Key Facts
- Reporting date: August 14, 2025
- Period covered: Quarter ended June 30, 2025
- The filing includes a press release as Exhibit 99.1 regarding financial and operating results.
Synergy CHC Corp. filed an 8-K to furnish a press release regarding new business developments under Item 7.01 (Regulation FD Disclosure). The filing does not contain substantive financial data or material changes in corporate structure.
📋 Key Facts
- The company issued a press release on June 30, 2025, announcing 'new business developments'.
- The information is furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18 liability.
- The filing includes Exhibit 99.1 (the press release).
Synergy CHC Corp. reported the results of its 2025 annual meeting of stockholders held on June 18, 2025. The meeting resulted in the election of five directors, ratification of RBSM LLP as independent auditors, and approval of amendments to increase equity incentive shares and authorize preferred stock.
🚩 Red Flags
- Authorization of 1,000,000 shares of Preferred Stock can lead to potential dilution for existing common shareholders.
📋 Key Facts
- Annual Meeting held on June 18, 2025.
- Stockholders approved increasing available shares under the 2024 Equity Incentive Plan to 2,252,102 shares.
- Stockholders approved an amendment to authorize the issuance of up to 1,000,000 shares of Preferred Stock.
- RBSM LLP was ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Five directors were elected: Alfred Baumeler, Nitin Kaushal, Jack Ross, J. Paul SoRelle, and Scott Woodburn.
Synergy CHC Corp. settled $12.7 million in debt with Knight Therapeutics International S.A. through a mix of cash, discounts, and equity conversion. As part of this settlement, the company issued pre-funded warrants to the creditor that will automatically trigger upon the next sale of equity securities.
🚩 Red Flags
- Automatic warrant exercise triggered by the 'next sale of equity securities,' which creates significant potential dilution for existing shareholders.
- Pre-funded warrants with nominal exercise prices are highly dilutive and often used as a form of debt settlement in distressed micro-cap scenarios.
📋 Key Facts
- Settled $12,713,858 in debt owed to Knight Therapeutics International S.A. on May 29, 2025.
- Debt settlement components: $10,000,000 cash repayment, $1,213,858 early payment discount, and $1,500,000 equity conversion.
- Issued pre-funded common stock purchase warrants to Knight for up to 428,570 shares of common stock on June 11, 2025.
- Warrants have a nominal exercise price of $0.00001 per share as the consideration was pre-funded.
- Warrants feature an automatic 'cashless exercise' trigger upon the earlier of June 11, 2026, or the closing of the next sale of equity securities.
Synergy CHC Corp. entered into a significant $15 million term loan credit agreement with ACP Agency, LLC to repay existing debt and provide working capital. The facility includes additional draw options totaling up to $7.5 million in delayed/incremental facilities and is secured by all company assets.
🚩 Red Flags
- High-interest rate environment (SOFR + 8.50%) suggests high risk profile.
- All company assets, including intellectual property, are pledged as collateral.
- Proceeds are primarily used to repay existing indebtedness and settlement agreements, indicating a debt refinancing/restructuring rather than pure growth capital.
- Strict financial covenants (leverage and coverage ratios) increase the risk of technical default.
📋 Key Facts
- Entered into a $15.0 million term loan on May 30, 2025.
- Includes a $2.5 million committed delayed draw facility and up to $2.5 million in an uncommitted incremental facility.
- The debt is secured by all company assets, including equity interests in subsidiaries and intellectual property rights.
- Interest rate for the Term Loan is Term SOFR + 8.50%.
- Repayment schedule includes quarterly installments of $175,000 through 2026, increasing to $350,000 per quarter starting January 1, 2027.
- Requires maintenance of a consolidated senior net leverage ratio (scaling down from 3.25:1 to 2.50:1) and a fixed charge coverage ratio of 1.20.
Synergy CHC Corp. filed an 8-K to announce its financial and operating results for the fiscal quarter ended March 31, 2025.
📋 Key Facts
- The company issued a press release on May 15, 2025, regarding quarterly results.
- Reporting period covered is the quarter ending March 31, 2025.
- The filing includes Exhibit 99.1 containing the full press release.
Synergy CHC Corp. announced the appointment of Jaime Fickett as Chief Financial Officer, effective March 27, 2025. The company also furnished its financial and operating results for the quarter and year ended December 31, 2024.
📋 Key Facts
- Jaime Fickett appointed as CFO effective March 27, 2025.
- Fickett previously served as Interim CFO since December 2024 and SVP of Finance and Operations since January 2015.
- Company released financial/operating results for the period ending December 31, 2024 via press release (Exhibit 99.1).
- Fickett has a background in public accounting and previously served as CFO at Factor Nutrition Labs, LLC.
Synergy CHC Corp. announced the resignation of its Chief Financial Officer, Stacy Bieber, effective December 6, 2024. The company has appointed Jaime Fickett as Interim CFO to fill the vacancy.
🚩 Red Flags
- Sudden departure of a key executive (CFO) can sometimes signal internal friction or financial reporting concerns, though no specific reason for resignation was provided in the filing.
📋 Key Facts
- Stacy Bieber resigned as CFO on December 4, 2024, effective December 6, 2024.
- Jaime Fickett appointed as Interim CFO effective December 6, 2024.
- Jaime Fickett has been with the company as SVP of Finance and Operations since January 2015.
- Fickett previously served as CFO of Factor Nutrition Labs, LLC.
Synergy CHC Corp. filed an 8-K to announce its financial and operating results for the quarter ended September 30, 2024. The filing serves as a formal mechanism to furnish press release information via Item 2.02.
📋 Key Facts
- The company announced financial and operating results for the quarter ended September 30, 2024.
- The announcement was made via a press release dated December 6, 2024.
- The filing includes Exhibit 99.1 containing the full press release.