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Item 9A. Controls and Procedures

2025-03-31 compared with 2020-04-29 · 1852 added, 586 removed, 30 unchanged (99% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,

summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including

our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely

decisions regarding required disclosure.

required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief

executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal

accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered

by this annual report, being December 31, 2019.

on this evaluation, these officers concluded that, as of December 31, 2019, these disclosure controls and procedures were not

effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities

and Exchange Commission.

The conclusion that our disclosure controls and procedures were not effective was due to the presence

of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s

Report on Internal Control over Financial Reporting.”

Management anticipates that such disclosure controls and procedures

will not be effective until the material weaknesses are remediated.

of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control

issues, if any, within our company have been detected.

These inherent limitations include the realities that judgments in decision-making

can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

The term “internal

control over financial reporting”

is defined as a process designed by, or under the supervision of, an issuer’s principal

executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board

of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance

with authorizations of management and directors of the issuer;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

the supervision of our chief executive officer (our principal executive officer) and, our chief financial officer (our principal

financial officer and principal accounting officer), we conducted an evaluation of the effectiveness of our internal control over

financial reporting as of December 31, 2019 using the criteria established in Internal Control Integrated Framework issued by

the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

This evaluation included review of the documentation

of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion

on this evaluation.

Based on this evaluation, our management concluded our internal control over financial reporting was not effective

as at December 31, 2019.

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

In its assessment of the effectiveness of our internal control over financial reporting

as of December 31, 2019, we determined that there were control deficiencies that constituted material weaknesses which are indicative

of many small companies with small staff, such as:

segregation of duties and effective risk assessment;

written policies and procedures for accounting and financial reporting with respect to the requirements and application of

both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission.

control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements

could not have been prevented or detected on a timely basis.

As a result of the material weaknesses described above, we concluded

that we did not maintain effective internal control over financial reporting as of December 31, 2019, based on criteria established

in Internal Control Integrated Framework issued by COSO.

Our management is currently evaluating remediation plans for the

above deficiencies.

During the period covered by this annual report on Form 10-K, we have not been able to remediate the remaining

weaknesses described above.

However, we plan to take steps to enhance and improve the design of our internal control over financial

in Internal Control

has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange

Act) that occurred during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

a “smaller reporting company,”

as defined by Item 10 of the Regulation S-K, we are not required to include an attestation

report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Management, under the supervision

and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports

that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the

SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure

that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and

communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions

regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as

of the end of the period covered by this Annual Report, (i) the Company’s disclosure controls and procedures were not effective

to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified

in the rules and forms of the SEC, and (ii) the Company’s controls and procedures have not been designed to ensure that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, is accumulated and communicated

to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions,

as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls

Over Financial Reporting

Management is responsible for

establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

Under the supervision and with the participation of management including our Chief Executive Officer and our Chief Financial

Officer, the Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework

established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission, or COSO 2013.

Based on the foregoing evaluation, management concluded that the Company’s internal controls over financial

reporting were not effective because of the material weaknesses discussed below.

This Annual Report does not

include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting

because the attestation report requirement has been removed for “smaller reporting companies” under the Dodd-Frank Wall Street

Reform and Consumer Protection Act of 2010.

The Company has identified

material weaknesses in its internal control over financial reporting.

A material weakness is a deficiency, or combination of deficiencies,

in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of its annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified material weaknesses

in its internal controls in the following areas:

implementation of segregation of duties as part of our control activities and establishment

of clearly defined roles within our finance and accounting functions.

None of these deficiencies resulted in a material misstatement to

the Company’s annual or interim Consolidated Financial Statements for the year ended December 31, 2024.

Management’s Remediation Measures

As part of our plan to remediate

this material weakness, we are performing a full review of our internal control procedures.

We have implemented, and plan to continue

to implement, new controls and new procedures and clearly define roles and responsibilities among the finance and accounting functions

while continuing to segregate duties.

The Company will continue to

review and improve its internal controls over financial reporting to address the underlying causes of the material weaknesses and control

deficiencies.

Such material weaknesses and control deficiencies will not be remediated until the Company’s remediation plan has

been fully implemented, and it has concluded that its internal controls are operating effectively for a sufficient period of time.

in Internal Control over Financial Reporting

for the material weaknesses and the remediation efforts described above, no other change in our internal control over financial reporting

(as defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, 2024, that has materially

affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

following table sets forth the names of the members of our Board of Directors and executive officers, and the position with the

Company held by each.

Executive Officer, Chief Financial Officer and Director

December 2014

director is elected to hold office until the next annual meeting of shareholders and until his/her successor has been qualified

Our President, Chief Executive Officer and Chief Financial Officer serve at the discretion of our Board of Directors.

There are no understandings between any of our directors or executive officer or any other person pursuant to which any executive

officer or director was or is to be selected as an executive officer or director.

Furthermore, there are no family relationships

between any director, executive officer, or person nominated or chosen by us to become a director or executive officer.

of Executive Officer and Board of Directors

following is a brief account of the business experience of each director, director nominee and executive officer of the Company.

Ross - Chief Executive Officer, Chief Financial Officer and Director

Ross serves as our Chief Executive Officer and Chief Financial Officer and prior to October 2017 served as our President.

Ross is currently the sole officer and director of Pure Sports Inc., positions he has held since February 2009, the sole officer

and director of Gowan Capital Inc., positions he has held since May 2011, the sole officer and director of Synergy Energy Strips

World Wide Inc., positions he has held since August 2011, the sole officer and director of Rio e Cigs Inc., positions he has held

since December 2011, and the sole officer and director of Kenek Brands Inc., positions he has held since May 2014.

2012 to April 2014, Mr.

Ross served as the sole officer and director of Synergy Strips Corp., which was acquired by and became

a wholly owned subsidiary of the Company in April 2014 (the “Subsidiary”) in connection with the Merger.

the Subsidiary, none of these companies are related to or affiliated with the Company.

Ross’s significant leadership

experience at various private and public companies led to the conclusion that he should serve as a member of our Board of Directors,

in light of our business and structure.

Stephen Fryer - Director

April 2003, Mr.

Fryer has been the Chief Executive Officer and Managing Partner of SC Capital Partners, Inc., a private micro-market

investment banking and private equity intermediary.

Prior to joining SC Capital Partners, Inc., Mr.

Fryer was a consulting investment

banker with Grant Bettingen, Inc., a broker-dealer based in California, from January 2001 to March 2003.

From May 1989 to August

Fryer was the Principal and Managing Director of Ventana International, Ltd., a venture capital and private investment

banking firm with operations and investors in the United States, Latin America, Europe and Asia.

Fryer earned a B.S.

in Mechanical

Engineering, with a minor in Economics, from the University of Southern California.

Fryer’s substantial experience in

the investment banking industry, and his demonstrated skill in corporate finance, led to the conclusion that he should serve as

a member of our Board of Directors, in light of our business and structure.

Paul SoRelle - Director

November 1999, Mr.

SoRelle has been the Chief Executive Officer and Managing Partner of Pioneer Press of Greeley, Inc., a commercial

offset printing company.

Prior to joining Pioneer Press, Mr.

SoRelle worked in the gaming business as well as the retail gasoline

and convenience store business.

SoRelle’s significant leadership experience at Pioneer Press of Greeley, Inc.

the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Gale Bensussen - Director

October 12, 2017, our Board of Directors appointed Gale Bensussen as an independent member of the Board of Directors.

Since October

Bensussen has served as a director of Kingdomway U.S.A.

Corp, a wholly-owned subsidiary of Kingdomway Group Companies

publicly traded on the Shenzen stock exchange.

Since January 2017, Mr.

Bensussen has served as Chairman of Vit-Best, and from

September 2017 to January 2017 he served as President and CEO.

Bensussen has served as President and CEO, and Chairman of

Doctor’s Best since November 2013 and May 2016, respectively.

Since January 2012, Mr.

Bensussen has served as Advisor to

North Castle Partners, LLC.

Bensussen holds a Bachelor’s degree from the University of Southern California and a Juris

Doctor degree from Southwestern University School of Law.

Bensussen’s considerable

experience in one of our main industries led to the conclusion that he should serve as a member of our Board of Directors.

McCullough - President

2014 to October 2017, Mr.

McCullough served as Chief Commercial Officer of InterHealth Nutraceuticals, Inc., a supplier of nutritional

ingredient for use in dietary supplements, which was acquired in September of 2016 by Lonza Group Ltd, a multinational chemicals

and biotechnology company based in Switzerland.

From 2013 to 2014, Mr.

McCullough was a Senior Vice President of Sales for Corr-Jensen

Inc., a manufacturer of exercise and weight-loss products and dietary supplements.

Prior to Corr-Jensen, Mr.

McCullough was the

President of Unique Nutritional Supplements, LLC, a dietary supplements company.

From 2008 to 2011, Mr.

McCullough served as President,

Chief Operating Officer, and Vice President of Sales for Natrol LLC, a manufacturer of vitamins and dietary supplements.

director, director nominee, executive officer, or control person of the Company has been involved in any legal proceeding listed

in Item 401(f) of Regulation S-K in the past 10 years.

of April 7, 2020, we have four directors.

Each director is elected to hold office for a one year period or until the next

Annual Meeting of Shareholders and until his/her successor has been qualified and elected following the one year of service.

common stock is not listed on any exchange.

Consequently, no exchange rules regarding director independence are applicable to

However, we have applied the director independence test of The NASDAQ Capital Market and Mr.

Fryer and Mr.

SoRelle are independent directors.

Officers serve at the discretion of the Company’s directors.

There are no understandings

between the director of the Company or any other person pursuant to which any officer or director was or is to be selected as

an officer or director.

Company does not have a code of ethics for our principal executive or principal financial officers, due to our size and current

stage of development.

The Company’s management intends to promote honest and ethical conduct, full and fair disclosure in

our reports to the SEC, and compliance with applicable governmental laws and regulations.

Company does not have any standing committees and the Board of Directors performs the duties of an audit committee, nominating

committee and compensation committee.

Since the Company has no standing committees, the Company does not have any written charters

governing such committees’

do not have a nominating committee, as we believe the Company is too small to warrant a separate standing nominating committee.

Director Jack Ross is responsible for selecting individuals to stand for election as members of our Board of Directors.

does not have a policy with regards to the consideration of any director candidates recommended by our stockholders.

of Directors has determined that it is in the best position to evaluate our Company’s requirements as well as the qualifications

of each candidate when it considers a nominee for a position on our Board of Directors.

If stockholders wish to recommend candidates

directly to our Board of Directors, they may do so by communicating directly with Jack Ross, our Chief Executive Officer and the

Chairman of our Board of Directors by mail, at Synergy CHC Corp., Attn:

CEO, 865 Spring Street, Westbrook, ME 04092, or by telephone

at (615) 939-9004.

do not have an audit committee currently serving and, as a result, our Board of Directors performs the duties of an audit committee.

We also do not have an “audit committee financial expert,”

as such term is defined in Item 407(d)(5)(ii) of Regulation

S-K, however we feel that our directors’

backgrounds and financial sophistication is sufficient to fulfill the duties of

the audit committee.

do not have a compensation committee, as we believe the Company is too small to warrant a separate standing compensation committee.

As a result, our Board of Directors performs the duties of a compensation committee.

While the Company believes that its current

size does not warrant a separate standing compensation committee, it will reassess that need if and when additional directors

are appointed and/or elected.

Communications

may send written communications on the Company’s web site:

www.synergychc.com

16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than

10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports

of changes in ownership of the Company’s common stock and other equity securities.

These executive officers, directors,

and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a)

forms filed by such reporting persons.

Based solely upon the Company’s review of such forms furnished to it, the Company

believes that during the fiscal year ended December 31, 2019, all of its executive officers, directors, and every person who is

directly or indirectly the beneficial owner of more than 10% of any class of the Company’s securities, complied with the

filing requirements of Section 16(a) of the Exchange Act.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections

Not applicable.

Directors, Executive Officers and

Corporate Governance

Information Regarding

Directors and Executive Officers .

The information required by

this Item 10 relating to officers and directors and nominees for election to the Board of Directors is incorporated by reference to the

Proxy Statement.

Compliance with Section

16(a) of the Exchange Act .

If applicable, the information

required by this Item 10 with respect to compliance with Section 16(a) of the Exchange Act contained under the caption “Delinquent

Section 16(a) Reports” in the Proxy Statement is incorporated by reference to the Proxy Statement.

Code of Business Ethics

and Conduct .

In accordance with the information

required by this Item 10 relating to the code of ethics required by Item 406 of Regulation S-K, the Company has a Code of Business Ethics

and Conduct (the “Code”), which applies to its directors, officers, and employees, including our principal executive officer,

principal financial officer, principal accounting officer or controller, or persons performing similar functions (collectively, the “Covered

Persons” and each a “Covered Person”).

The full text of the Code is available on the investor relations section of our

website, which is located at www.synergychc.com .

The Company intends to satisfy the SEC’s requirements regarding amendments

to, or waivers from, the Code by posting such information on its website or by filing a Current Report on Form 8-K to disclose such information.

Procedures for Stockholders

to Recommend Director Nominees .

There have been no material

changes to the procedures by which security holders may recommend nominees to our Board.

Audit Committee Information.

The information required by

this Item 10 relating to the Company’s audit committee financial experts and identification of the Company’s audit committee

is incorporated by reference to the Proxy Statement.

Insider Trading Policy

The Company has an Insider

Trading Policy which prohibits Covered Persons from buying or selling the Company’s securities while the Covered Person is aware

of material nonpublic information about the Company.

The Company believes that its Insider Trading Policy is reasonably designed to promote

compliance with insider trading laws, rules and regulations, and any applicable listing standards.

A copy of the Insider Trading Policy

is filed as Exhibit 19.1 to this Annual Report.

Executive Compensation

following table sets forth certain information about compensation paid, earned or accrued for services for each executive officer

for the past two fiscal years.

Compensation Table

Chief Financial Officer and Chief Executive Officer

McCullough (2)

Financial Officer (former)

Ross also served as our President until October 2017.

McCullough was hired in October 2017.

Kadanoff was hired in October 2017 and terminated in August 2018.

have not made provisions for paying cash or non-cash compensation to our directors.

No salary is being paid to Mr.

Ross for serving

as our Chief Executive Officer and no fees are being paid at the present time to our directors.

October 17, 2017, we entered into an employment agreement with Patrick S.

McCullough to serve as our President.

receives an annual base salary of $340,000.

He received a cash signing bonus of $37,500, paid on January 1, 2018, and an additional

cash signing bonus of $37,500, paid on July 1, 2018.

McCullough will be eligible for an annual bonus of up to 25% of his base

The annual bonus will be determined at the discretion of our Board or compensation committee based upon the achievement

of financial goals established by our Chief Executive Officer.

McCullough will also be eligible for additional bonus compensation

based on our achievement of certain annual earnings and retail sales goals established each year by our Chief Executive Officer.

Subject to our achievement of an annual overall earnings goal and certain adjustments in the event of future acquisitions we make,

McCullough will be eligible to receive 5% of all of our retail sales in excess of the annual retail sales goal set by the

Chief Executive Officer.

The Employment Agreement has a three-year initial term ending on November 6, 2020 that will automatically

renew for additional one-year terms unless terminated by us or by Mr.

If we terminate Mr.

McCullough’s employment

for cause or due to his disability, as each term is defined in the employment agreement, Mr.

McCullough will be entitled to receive

only the accrued compensation due to him as of the date of such termination.

McCullough resigns for any reason he will

be entitled only to payment of his accrued compensation as of such date.

If we terminate Mr.

McCullough’s employment without

cause, then conditioned upon Mr.

McCullough executing a release following such termination, Mr.

McCullough will continue to receive

his base salary and certain benefits for a period of time following the effective date of the termination of his employment (i)

for a period of 12 months if Mr.

McCullough is terminated within one year of his start date or (ii) for the remainder of the then-current

term of the employment agreement if Mr.

McCullough is terminated after the first anniversary of his start date.

In addition, Mr.

McCullough’s eligibility for his annual bonus and retail sales bonus will be pro-rated for the time before his termination.

If more than 50% of the equity ownership interest in our company is sold or transferred to a third party who is not an affiliate

of an existing stockholder during the initial term of the employment agreement, Mr.

McCullough will be entitled to all base salary

and car allowance payments for the remainder of the term of the employment agreement.

In addition, the unvested portion of the

options granted upon execution of the employment agreement will immediately vest and become exercisable.

October 10, 2017, we entered into an employment agreement with Jeffrey Kadanoff to serve as our Chief Financial Officer, effective

as of October 16, 2017.

Kadanoff will receive an annual base salary of $450,000.

He received a signing bonus consisting of:

(i) 100,000 shares of our common stock, and (ii) a cash payment equal to the value of 100,000 shares of our common stock based

on a price of $0.55 per share.

He received an agreed upon annual bonus for 2017 of $37,500.

Beginning with calendar year 2018,

Kadanoff will be eligible for an annual target bonus of up to half his base salary.

The target bonus will be determined at

the discretion of our Board or compensation committee based upon the achievement of financial and other performance-related goals

and may be paid in cash or shares of our common stock.

Subject to the approval by the Board, during each calendar year of Mr.

Kadanoff’s employment beginning with 2018, we will grant him an option to purchase 500,000 shares of our common stock, with

an exercise price equal to the fair market value of the common stock on the date of each respective grant and that will vest in

three equal annual installments on the first three anniversaries of the respective date of grant, provided that Mr.

Kadanoff remains

employed on each such date.

Upon the occurrence of a change in control a defined in the agreement, the vesting of stock options

granted to Mr.

Kadanoff will be accelerated subject to his continued service on such date and provided further that Mr.

Kadanoff’s

stock options will be treated no less favorably than those of any other senior executive officer or our Chairman.

If we terminate

Kadanoff’s employment for Cause, death or Disability, or Mr.

Kadanoff resigns for a purpose other than Good Reason (all

as defined in the agreement), Mr.

Kadanoff will be entitled to receive only the accrued compensation due to him as of the date

of such termination.

If we terminate Mr.

Kadanoff’s employment without Cause, or if Mr.

Kadanoff resigns for Good Reason,

and conditioned upon Mr.

Kadanoff executing a Release following such termination, Mr.

Kadanoff will be entitled to receive separation

benefits equal to the sum of his then current annual base salary plus his target annual bonus and a pro-rated rated amount of

the target annual bonus for the year in which termination occurs.

All unvested stock options granted to Mr.

Kadanoff which would

otherwise have vested had Mr.

Kadanoff remained employed for 12 additional months beyond the date of termination will be accelerated

and deemed to have vested as of the effective date of the termination of his employment under such circumstances.

If we terminate

Kadanoff’s employment without Cause, or if Mr.

Kadanoff resigns for Good Reason, in either case at the time of or within

24 months following a Change in Control, and conditioned upon Mr.

Kadanoff executing a Release following such termination, Mr.

Kadanoff will be entitled to receive CIC Separation Benefits equal to the greater of:

(i) two times the sum of Mr.

Kadanoff’s

then-current annual base salary plus his target annual bonus, or (ii) two times the sum of (A) Mr.

Kadanoff’s average base

salary actually paid over the preceding two years, plus (B) the average annual bonus actually paid over the preceding two years.

In addition to the foregoing benefits, all stock and options granted to Mr.

Kadanoff will be accelerated subject to his continued

employment as of such date and provided further that Mr.

Kadanoff’s stock options will be treated no less favorably than

those of any other senior executive or our chairman.

October 23, 2018 we entered into a release agreement with Mr.

Kadanoff whereby the Company agreed to pay $675,000 in four equal

installments payable on November 30, 2018, February 28, 2019, May 31, 2019 and August 30, 2019.

If the Company completes a financing

or asset sale resulting in proceeds to the Company greater than $10,000,000 or an acquisition with financing resulting in an increase

of greater than $3,000,000 in working capital before the final installment is made, the Company will accelerate any remaining

installments and will pay Mr.

Kadanoff within ten days of closing such transaction.

The Company immediately vested 500,000 of

Kadanoff’s unvested stock options, however they expired on December 28, 2018.

Within ten days of execution of the release,

the Company paid to Mr.

Kadanoff a one-time fee of $74,189.

Compensation Plans

following table summarizes the changes in options outstanding and the related prices for the shares of the Company’s common

stock issued to employees and consultants under a stock option plan at December 31, 2019:

stock option activity for the year ended December 31, 2019 is as follows:

Exercise Price

at December 31, 2017

at December 31, 2018

at December 31, 2019

compensation expense related to vested options was $161,570 and $440,999 during the years ended December 31, 2019 and 2018, respectively.

The Company determined the value of share-based compensation for options vesting during the year ended December 31, 2017 using

the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair value of Company’s

common stock of $0.48-0.50, risk-free interest rate of 1.95-1.99%, volatility of 116-117%, expected lives of 10 years, and dividend

Stock options outstanding as of December 31, 2019, as disclosed in the above table, have an intrinsic value of $0.

Equity Awards at Fiscal Year-End

following table contains certain information concerning unexercised options for our executive officers as of December 31, 2019.

unexercisable

following table provides information regarding all compensation paid to non-employee directors during the fiscal year ended December

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth certain information regarding our common stock beneficially owned as of April 7, 2020, for (i)

each stockholder known to be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer and

director, and (iii) all executive officers and directors as a group.

To the best of our knowledge, subject to community and marital

property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.

Stock Beneficially Owned

officers and directors:

McCullough (4)

directors and executive officers as a group (5 persons)

Stockholders:

Private Equity Inc (3)

Therapeutics (Barbados) Inc.(6)

Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,

understanding, relationship, or otherwise has or shares:

(i) voting power, which includes the power to vote, or to direct

the voting of shares;

and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to

vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if the person

has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information

In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the

amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s

actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

on 89,889,074 shares outstanding on April 7, 2020.

stockholder’s address is:

275 Canterbury Lane, Fall River NS B2T 1A4, Canada.

Jack Ross is the Chief Executive Officer

of Kenek Brands, Inc., Dunhill Distribution Group, Inc.

and Gowan Private Equity Inc.

Gowan Private Equity owns 43,780,750

Dunhill Distribution Group owns 3,208,649 shares and Gowan Capital Inc.

owns 1,625,034 shares.

of an option to purchase 1,000,000 shares of common stock.

of 1,296,658 shares of common stock owned by the SoRelle Family Partnership LLP and an option to purchase 1,000,000 shares

of common stock held by Mr.

of 17,645,812 shares of common stock.

This stockholder’s address is Chancery House, High Street, Bridgetown, Barbados.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

WITH RELATED PERSONS

information required by Item 407(a) of Regulation S-K is included in this Annual Report on Form 10-K under the heading Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE –

Director Independence.

Company has not been a party to any transaction in which the amount involved exceeded or will exceed the lesser of $120,000 or

1% of the average of its total assets at year end for the last two fiscal years, and in which any of its directors, named executive

officers or beneficial owners of more than 5% of the Company’s capital stock, or an affiliate or immediate family member

thereof, had or will have a direct or indirect material interest, other than described below:

The Company accrued

and paid consulting fees of $57,917 per month through December 2019 to a company owned by Mr.

Jack Ross, Chief Executive Officer

of the Company.

The Company also paid thirteen months of a vehicle allowance of $1,500 per month.

The Company expensed $824,413

and $648,944, respectively during 2019 and 2018 as consulting fees, and made payments totaling $852,626 and $648,944

towards services to an entity owned and controlled by an officer and shareholder of the Company for the year ended December 31,

2019 and 2018, respectively.

As of December 31, 2019 and 2018, the total outstanding balance was $0 and $28,213, respectively.

On January 22, 2015,

the Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc.

a related party (owner of greater than 10%

shares of the Company), for the purchase of the Focus Factor assets.

At December 31, 2017, the Company owed Knight $559,243

on this loan, net of discount, which was paid-off during 2018 (see Note 11).

June 26, 2015, the Company entered into a Security Agreement with Knight Therapeutics, Inc., through its wholly owned subsidiary

Neuragen Corp.

for the purchase of Knight Therapeutics, Inc.’s assets.

At December 31, 2019 and 2018, the Company owed Knight

$475,000 and $525,000 on this agreement (see Note 11).

The Company recorded present value of future payments of $260,461

and $272,151 as of December 31, 2019 and 2018, respectively.

August 18, 2015, the Company entered into a Consulting Agreement with Kara Harshbarger, the co-founder of Hand MD, LLC, pursuant

to which she will provide marketing and sales related service.

The Company will pay Ms.

Harshbarger $10,000 a month for one year

unless the Consulting Agreement is terminated earlier by either party.

Hand MD, LLC is a 50% owner in Hand MD Corp.

expensed $120,000 through payroll for each of the years ended December 31, 2019 and 2018.

As of December 31, 2019 and 2018, the

total outstanding balance was $0.

December 23, 2016, we entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSFactor in Canada.

In conjunction with this agreement, we are required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved

through a direct sales channel and 5% of gross sales for sales achieved through retail sales.

The minimum due to Knight under

this agreement is $100,000 Canadian dollars.

As of December 31, 2019 and 2018, the total outstanding balance was $100,000 and

$200,000 Canadian dollars.

In US Dollars, the total outstanding balance was $70,295 and $152,834 as of December 31, 2019 and 2018,

respectively.

December 23, 2016, we entered into an agreement with Knight Therapeutics for the distribution rights of Hand MD into Canada.

conjunction with this agreement, we are required to pay Knight a distribution fee equal to 60% of gross sales for sales achieved

through a direct sales channel until the sales in the calendar year equal the threshold amount and then 40% of all such gross

sales in such calendar year in excess of the threshold amount and 5% of gross sales for sales achieved through retail sales.

minimum due to Knight under this agreement is $25,000 Canadian dollars.

As of both December 31, 2019 and 2018, the total outstanding

balance was $25,000 Canadian dollars.

In US Dollars, the total outstanding balance was $17,574 and $18,325 as of December 31,

2019 and 2018, respectively.

August 9, 2017, the Company entered into a Loan Agreement with Knight Therapeutics (Barbados) Inc., a related party, for a working

capital loan.

At December 31, 2019 and 2018, the Company owed Knight $5,451,568 and $7,320,739, respectively, on this loan, net

of debt issuance cost (see Note 11).

Company expensed royalty of $4,867 and $16,066 for the years ended December 31, 2019 and 2018, respectively.

At December 31, 2019

and 2018, the Company owed Knight Therapeutics $246 and $5,906, respectively, in connection with a royalty distribution agreement.

Company expensed commissions of $9,065 and $43,374 for the years ended December 31, 2019 and 2018, respectively.

At December 31,

2019 and 2018, the Company owed Founded Ventures, owned by a shareholder in the Company, $0 and $10,579, respectively, in connection

with a commission agreement.

Company expensed commissions of $644 and $10,016 for the years ended December 31, 2019 and 2018, respectively.

At December 31,

2019 and 2018, the Company owed Founded Ventures $0 and $3,547, respectively in connection with a commission agreement.

Company expensed royalty of $0 and $2,361 for the years ended December 31, 2019 and 2018, respectively.

At December 31, 2019 and

2018, the Company owed Knight Therapeutics $0 and $193, respectively, in connection with a royalty distribution agreement.

Company paid $14,801 and $250,000 for the years ended December 31, 2019 and 2018, respectively, to Hand MD, Corp, related to a

royalty agreement.

As of both December 31, 2019 and 2018, the Company owed Hand MD Corp.

$0 in minimum future royalties.

Company expensed royalty of $192,700 and $392,589 for the years ended December 31, 2019 and 2018, respectively.

At December 31,

2019 and 2018, the Company owed Knight Therapeutics $5,528 and $109,329, respectively, in connection with a royalty distribution

A member of the Company’s Board of Directors is an executive

officer of a supplier to the Company.

During the years ended December 31, 2019 and 2018, the Company acquired $4,847,626 and $4,392,245,

of products from the supplier, respectively, and included in cost of sales.

The Company owed the supplier $956,438 and $1,775,617,

respectively at December 31, 2019 and 2018.

Company entered into transactions with a related party controlled by CEO, during the year ended December 31, 2019.

transactions were a pass through of expenses and reimbursements.

During the year ended December 31, 2019, the Company

received advances of $324,102 ($430,000 Canadian Dollars), which were fully repaid.

As of December 31, 2019, there was

$0 due or payable.

Company entered into transactions with a related party controlled by the CEO, during the year ended December 31, 2019.

transactions were a pass through and allocation of expenses and reimbursements.

As of December 31, 2019 the Company was

owed $277,432.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Committee’s Pre-Approval Practice

to our engagement of our independent auditor, such engagement was approved by our board of directors.

The services provided under

this engagement may include audit services, audit-related services, tax services and other services.

Pre-approval is generally

provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally

subject to a specific budget.

Pursuant our requirements, the independent auditors and management are required to report to our

board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with

this pre-approval, and the fees for the services performed to date.

Our board of directors may also pre-approve particular services

on a case-by-case basis.

All audit-related fees, tax fees and other fees incurred by us for the year ended December 31, 2019 and

2018, were approved by our board of directors.

LLP serves as our independent registered public accounting firm.

Registered Public Accounting Firm Fees and Services

following table sets forth the aggregate fees including expenses billed to us for the years ended December 31, 2019 and 2018 by

our auditors.

Audit-Related

Other Fees (4)

Fees - This category includes the audit of the Company’s annual financial statements, review of financial statements

included in its Quarterly Reports on Form 10-Q, and services that are normally provided by independent auditors in connection

with the engagement for fiscal years.

Audit-Related

Fees - This category consists of fees reasonably related to the performance of the audit or review of the Company’s

financial statements that are not reported as “Audit Fees.”

Fees - This category consists of tax compliance, tax advice, and tax planning work.

Other Fees - This category consists of fees for other miscellaneous items.

EXHIBITS FINANCIAL STATEMENT SCHEDULES.

following documents are filed as part of this report:

Consolidated Financial Statements

TO CONSOLIDATED FINANCIAL STATEMENTS

Information regarding executive

compensation, compensation committee interlocks and insider participation is incorporated herein by reference to the Proxy Statement.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

Securities Authorized

for Issuance under Share-Based Compensation Plans

Information required by this

item is incorporated herein by reference to the Proxy Statement.

Security Ownership

of Certain Beneficial Owners and Management

Information required by this

item is incorporated herein by reference to the Proxy Statement.

Certain Relationships and Related

Transactions, and Director Independence

The information relating to

certain relationships and related transactions and director independence is incorporated herein by reference to the Proxy Statement.

Principal Accountant Fees and Services

information relating to the principal accounting fees and expenses is incorporated herein by reference to the Proxy Statement.

Exhibits and Financial Statement Schedules

(a) Documents filed as part of this Annual Report

(1) All financial statements

Report of Independent Registered Public Accounting Firm*

Consolidated Balance Sheets

Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders’

Consolidated Statements of Cash Flows

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Income and Other Comprehensive Income for the Years Ended December 31, 2024, and 2023

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024, 2023, and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

Consolidated Financial Statement Schedules

Otherwise Indicated)

* RBSM LLP, PCAOB Firm ID No.

(2) Financial Statement Schedules

All financial statement schedules

are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated

Financial Statements or notes thereto contained in this Annual Report

(3) Exhibits required

by Item 601 of Regulation S-K

The following documents are

filed as exhibits to this registration statement:

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

and Synergy Strips Corp.

Agreement and Plan of Merger dated April 21, 2014 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 9, 2014).

(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Asset Purchase Agreement, dated January 16, 2015, by and among Synergy Strips Corp.;

1 unchanged sentence

Vita Partners, LLC, RPR Partners, LLC, and Thor Associates, Inc.

(incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Knight Therapeutics, Inc.

Articles of Incorporation

Amendment to Articles of Incorporation

Certificate of Amendment to Articles of Incorporation

Amendment to By-Laws

Form of Subscription Agreement

Synergy Strips Corp.

Common Stock Purchase Warrant, dated January 22, 2015.

Synergy Strips Corp.

Common Stock Purchase Warrant (10-Year Warrant), dated January 22, 2015.

Synergy CHC Corp.

Common Stock Purchase Warrant, dated November 12, 2015.

Synergy CHC Corp.

Common Stock Purchase Warrant (10-Year Warrant), dated November 12, 2015.

Synergy CHC Corp.

Common Stock Warrant dated December 17, 2015.

of Sales and Marketing Consultant and Distribution Agreement, dated April 2, 2014.

and Marketing Consultant and Distribution Agreement, dated April 2, 2014, between Synergy Strips Corp.

(incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Description of Securities

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

and Kenek Brands Inc.

Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy Strips Corp.

Product Distribution Option Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

(incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Loan Agreement, dated January 22, 2015, between Knight Therapeutics (Barbados) Inc.

and Synergy Strips Corp.

(incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Distribution, License and Supply Agreement, dated January 22, 2015, by and between Synergy Strips Corp.

and Knight Therapeutics (Barbados) Inc.

(incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Synergy Strips Corp.

2014 Equity Incentive Plan

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

and Hand MD Corp.

2014 Stock Incentive Plan.

(incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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).

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

and Hand MD Corp.

(incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

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

And Kara Harshbarger.

and Hand MD Corp.

(incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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.

(incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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.

(incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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.

(incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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.

Subsidiaries of the Registration

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)

and URX ACQUISITION TRUST on its own behalf and as representative of certain shareholders (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Asset Purchase Agreement, dated June 21, 2017, among Synergy CHC Corp., Perfekt Beauty Holdings LLC and CDG Holdings, LLC (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.22 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.23 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Distribution Agreement (Canada), dated February 15, 2016, between Knight Therapeutics Inc.

and Nomad Choice Pty Ltd.

(incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Distribution Agreement (Remaining Territories), dated February 15, 2016, between Knight Therapeutics (Barbados) Inc.

and Nomad Choice Pty Ltd.

(incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Distribution Agreement (Canada), dated January 1, 2017, between Knight Therapeutics Inc.

and Sneaky Vaunt Corp.

(incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

and Sneaky Vaunt Corp.

(incorporated by reference to Exhibit 10.27 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Costco Wholesale Basic Vendor Agreement, dated October 9, 2009, between Factor Nutrition Labs LLC and Costco Wholesale Corporation (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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.

(incorporated by reference to Exhibit 10.29 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

(incorporated by reference to Exhibit 10.30 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

(incorporated by reference to Exhibit 10.31 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

(incorporated by reference to Exhibit 10.32 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Promissory Note, dated February 10, 2022, by Synergy CHC Corp.

in favor of Don Sanders (incorporated by reference to Exhibit 10.33 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Form of Securities Purchase Agreement, dated March 8, 2022, by and between Synergy CHC Corp.

and the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.34 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Form of Senior Subordinated Debenture due September 8, 2022 (incorporated by reference to Exhibit 10.35 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Modification Agreement, dated June 14, 2023, by and among Sanders Morris Harris, LLC, Mr.

Sanders and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.36 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

Sanders and Synergy CHC Corp.

(incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.38 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

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

(incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on August 28, 2024).

Code of Business Ethics and Conduct (incorporated by reference to Exhibit 14.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Insider Trading Policy

List of subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer, pursuant to 18 U.S.C.

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer, pursuant to 18 U.S.C.

Instance Document.

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

April 29, 2020

Executive Officer

to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Executive Officer

executive officer)

Stephen Fryer

Gale Bensussen

Patrick McCullough

Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.

on June 28, 2024).

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

# Denotes a management contract or compensatory plan or arrangement.

+ Certain confidential information contained in this agreement

has been omitted because it is not material and would be competitively harmful if publicly disclosed.

* Filed or furnished herewith.

Form 10-K Summary

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (RBSM LLP, PCAOB Firm ID No.

Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Income and Other Comprehensive Income for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Synergy CHC Corp.

and subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Synergy

and subsidiaries (the Company) as of December 31, 2024 and 2023, and the related statements of income and other comprehensive

income, stockholders’ deficit, and cash flows for each of the years in the two year period ended December 31, 2024, and the related

notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations

and its cash flows for each of the years in the two year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit

We have served as the Company’s auditor since 2014.

March 31, 2025

Synergy CHC Corp.

Consolidated Balance Sheets

Current Assets

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Other receivables

Loan receivable (related party)

Prepaid expenses (including related party amount of $ 312,966 and $ 501,321 , respectively)

Inventory, net

Total Current Assets

Intangible assets, net

Liabilities and Stockholders’ Deficit

Current Liabilities:

Accounts payable and accrued liabilities (including related party payable of $ 88,644 and $ 26,885 , respectively)

Income taxes payable

Contract liabilities

Short term loans payable, net of debt discount

Current portion of long-term notes payable, net of debt discount and debt issuance cost, related party

Total Current Liabilities

Long-term Liabilities:

Notes payable, net of debt discount, related parties

Notes payable

Total long-term liabilities

Total Liabilities

Commitments and contingencies

Stockholders’ Deficit:

Common stock, $ 0.00001 par value;

300,000,000 shares authorized;

8,721,818 and 7,553,818 , shares issued, respectively;

8,541,745 and 7,373,745 outstanding, respectively

Additional paid in capital

Accumulated other comprehensive loss

Accumulated deficit

( 44,099,813 )

( 46,224,789 )

Treasury stock ( 180,073 shares) at cost

Total stockholders’ deficit

( 16,631,343 )

( 27,305,973 )

Total Liabilities and Stockholders’ Deficit

The accompanying notes are an integral part of

these consolidated financial statements

Synergy CHC Corp.

Consolidated Statements of Operations and Other

Comprehensive Income

Cost of sales

Operating expenses

Selling and marketing

General and administrative

Depreciation and amortization

Total operating expenses

Income from operations

Other (income) expenses

Interest income

Interest expense

Remeasurement gain on translation of foreign subsidiary

Total other expenses

Net income before income taxes

Income tax expense

Net income after tax

Net income per share – basic

Net income per share - diluted

Weighted average common shares outstanding

Comprehensive income:

Foreign currency translation adjustment

Comprehensive income

The accompanying notes are an integral part of

these consolidated financial statements

Synergy CHC Corp.

Consolidated Statements of Stockholders’

Comprehensive

Stockholders’

Income (Loss)

Balance as of December 31, 2022

$ ( 52,691,039 )

$ ( 33,519,867 )

Foreign currency translation loss

Correction of an immaterial treasury stock adjustment

Balance as of December 31, 2023

$ ( 102,467 )

$ ( 46,224,789 )

$ ( 27,305,973 )

Foreign currency translation income

Issuance of common stock at IPO, net of issuance cost

Fair value of underwriters warrants issued at IPO

Offering costs related to fair value of underwriting warrants

Issuance of common stock for loan financing

Balance as of December 31, 2024

$ ( 127,500 )

$ ( 44,099,813 )

$ ( 16,631,343 )

The accompanying notes are an integral part of

these consolidated financial statements

Synergy CHC Corp.

Consolidated Statements of Cash Flows

Cash Flows from Operating Activities

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of debt issuance cost

Depreciation and amortization

Gain on settlement of liabilities

( 4,635,986 )

Foreign currency transaction (gain) loss

Remeasurement gain on translation of foreign subsidiary

Non cash implied interest

Accrual of loan success fee and warrants converted to loan

Write-off of inventory

Stock issued for loan financing

Income from employee retention credits

Income from insurance on stolen goods

Changes in operating assets and liabilities:

Accounts receivable

( 3,214,943 )

Other receivables

( 1,489,103 )

Loan receivable, related party

Prepaid expenses

( 1,250,023 )

Prepaid expense, related party

Income taxes receivable

Income taxes payable

Contract liabilities

Accounts payable and accrued liabilities

( 2,870,633 )

( 6,645,324 )

Accounts payable, related party

Net cash used (used in) provided by operating activities

( 4,803,390 )

Cash Flows from Investing Activities

Cash Flows from Financing Activities

Proceeds from issuance of common stock at IPO

Advances from related party

Repayments of advances to related party

( 3,200,000 )

( 1,170,000 )

Repayment of notes payable, related party

Proceeds from notes payable

Repayment of notes payable

( 5,196,461 )

( 2,305,282 )

Net cash provided by (used in) financing activities

( 2,090,782 )

Effect of exchange rate on cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

( 1,793,909 )

Cash, Cash Equivalents and restricted cash, beginning of year

The accompanying notes are an integral part

of these consolidated financial statements

Cash, Cash Equivalents and restricted cash, end of year

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:

Supplemental Disclosure of Non-cash Investing and Financing Activities:

Accounts payable converted to loan payable upon settlement

Reduction of short term related party note payable by reduction of prepaid balance

Related party notes payable issued for the acquisition of intangible asset

Related party royalties converted to related party notes payable

Accounts payable converted to loan payable upon settlement

The accompanying notes are an integral part of

these consolidated financial statements

SYNERGY CHC CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of the Business

Synergy CHC Corp.

(“Synergy”, “we”,

“us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on December 29, 2010

in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31

to December 31.

On April 28, 2014, the Company changed its name to “Synergy Strips Corp.”.

On August 5, 2015, the Company

changed its name to “Synergy CHC Corp.”

The Company is a consumer health care company

that is in the process of building a portfolio of best-in-class consumer product brands.

Synergy’s strategy is to grow its portfolio

both organically and by further acquisition.

Effective January 1, 2019 the Company has merged

Subsidiaries (Neuragen Corp., Breakthrough Products Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp.) into the parent company.

Synergy is the sole owner of three subsidiaries:

NomadChoice Pty Ltd., Hand MD Corp., and Synergy CHC Inc.

and the results have been consolidated in these statements.

Note 2 – Summary of Significant Accounting

Basis of Presentation

The accompanying consolidated financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

All amounts referred to in the notes to the consolidated

financial statements are in United States Dollars ($) unless stated otherwise.

The consolidated financial statements include

the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany balances and transactions have been eliminated

in consolidation.

Reverse Stock Split

On September 11, 2024, we effected a 1-for-11.9

reverse stock split with respect to our common stock.

The reverse stock split did not change the number of authorized shares of common

stock or par value.

All references in these consolidated financial statements to shares, share prices, exercise prices and other per share

information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split.

Use of Estimates

The preparation of the consolidated financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure

of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

results could differ from those estimates.

Significant estimates included are assumptions about collection of accounts receivable, current

income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates

used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such

as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense.

results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident.

Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined

to be necessary.

Cash and Cash Equivalents

The Company considers all cash on hand and in

banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of

three months or less, when purchased, to be cash and cash equivalents.

As of December 31, 2024, and 2023, the Company had no cash equivalents.

The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that

at times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits

with major financial institutions.

At December 31, 2024 and 2023, the uninsured balances amounted to $ 503,215 and $ 441,711 , respectively.

Restricted Cash

The following table provides a reconciliation

of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such

amounts shown in the statement of cash flows.

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

Amounts included in restricted cash represent

the amount held for credit card collateral.

Intangible Assets

We evaluate the recoverability of intangible assets

periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment

All of our intangible assets are subject to amortization.

Intangible assets are amortized on a straight line basis over the useful

Long-lived Assets

Long-lived assets include intangible assets.

assess the carrying value of our long-lived asset groups when indicators of impairment exist and recognize an impairment loss when the

carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and

eventual disposition of the asset.

Indicators of impairment include significant underperformance

relative to historical or projected future operating results, significant changes in our use of the assets or in our business strategy,

loss of or changes in customer relationships and significant negative industry or economic trends.

When indications of impairment arise

for a particular asset or group of assets, we assess the future recoverability of the carrying value of the asset (or asset group) based

on an undiscounted cash flow analysis.

If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed

to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded

for the excess of carrying value over fair value.

Revenue Recognition

The Company recognizes revenue in accordance with

the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606,

Revenue from Contracts with Customers (“ASC 606”).

Revenues are recognized when control is transferred to customers in amounts

that reflect the consideration the Company expects to be entitled to receive in exchange for those goods.

Revenue recognition is evaluated

through the following five steps:

(i) identification of the contract, or contracts, with a customer;

(ii) identification of the performance

obligations in the contract;

(iii) determination of the transaction price;

(iv) allocation of the transaction price to the performance

obligations in the contract;

and (v) recognition of revenue when or as a performance obligation is satisfied.

The Company recognizes revenue upon shipment from

its fulfillment centers.

Certain of our distributors may also perform a separate function as a co-packer on our behalf.

In such cases,

ownership of and title to our products that are co-packed on our behalf by those co-packers who are also distributors, passes to such

distributors when we are notified by them that they have taken transfer or possession of the relevant portion of our finished goods.

billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold.

Cancelled orders are

refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific promotions

and orders will be refilled if lost in transit.

The Company recognizes revenue for its digital products in the month the download

by the customer occurs.

All product sales were initiated based upon the

retailer’s purchase orders at a fixed transaction price and revenues recognized when the products were shipped to our customers.

Contract Assets

The Company does not have any contract assets

such as work-in-process.

All trade receivables on the Company’s consolidated balance sheet are from contracts with customers.

Contract Costs

Costs incurred to obtain a contract are capitalized

unless short term in nature.

As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred.

The Company does not have any contract costs capitalized as of December 31, 2024 or 2023.

Contract Liabilities

The Company’s contract liabilities consist

of advance customer payments.

Contract liability results from transactions in which the Company has been paid for products by customers,

but for which all revenue recognition criteria have not yet been met.

Once all revenue recognition criteria have been met, the contract

liabilities are recognized.

Beginning balance

Recognized as revenue

Ending balance

Accounts receivable

Accounts receivable are generally unsecured.

Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation

of collectability.

Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that

likelihood of collection is remote.

Any future recoveries are applied against the allowance for doubtful accounts.

As of December 31,

2024 and 2023, the allowance for doubtful accounts was $0 and $ 149,446 , respectively.

Advertising Expense

The Company expenses marketing, promotions and

advertising costs as incurred.

Such costs are included in selling and marketing expense in the accompanying consolidated statements of

income and other comprehensive income.

Research and Development

Costs incurred in connection with the development

of new products and processing methods are charged to general and administrative expenses as incurred.

The Company utilizes FASBASC 740, “Income

Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events

that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined

based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws

and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

A valuation allowance

is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company generated a deferred tax asset through

net operating loss carry-forward.

However, a valuation allowance of 100 % has been established due to the uncertainty of the Company’s

realization of the net operating loss carry forward prior to its expiration.

NomadChoice Pty Ltd, the Company’s wholly-owned

subsidiary is subject to income taxes in the jurisdictions in which it operates.

Significant judgment is required in determining the provision

for income tax.

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate

tax determination is uncertain.

The company recognizes liabilities for anticipated tax audit issues based on the Company’s current

understanding of the tax law.

Where the final tax outcome of these matters is different from the carrying amounts, such differences will

impact the current and deferred tax provisions in the period in which such determination is made.

Synergy CHC Inc.

is a wholly-owned foreign subsidiary,

is subject to income taxes in the jurisdictions in which it operates.

Significant judgment is required in determining the provision for

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax

determination is uncertain.

The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding

of the tax law.

Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the

current and deferred tax provisions in the period in which such determination is made.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under ASC subtopic 260-10,

Earnings Per Share.

Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders

(the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods.

earnings per share is computed by increasing the denominator by the weighted average number of additional shares that could have been

outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net

income per share is anti-dilutive.

As of both December 31, 2024, and 2023, options to purchase 252,102 shares of common stock were outstanding.

As of December 31, 2024 and 2023, warrants to purchase 103,500 and 0 , respectively shares of common stock were outstanding.

The following is a reconciliation of the number

of shares used in the calculation of basic and diluted earnings per share for the years ending December 31, 2024, and 2023:

For the year ending

Net income after tax

Weighted average common shares outstanding

Incremental shares from the assumed exercise of dilutive stock options

Dilutive potential common shares

Net earnings per share:

The following

securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive:

For the year ending

Options to purchase common stock

Warrants to purchase common stock

Fair Value Measurements

The Company measures and discloses the fair value

of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures.

820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would

be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the

Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants

would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

ASC 825 establishes

a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when

measuring fair value.

ASC 825 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets or

liabilities in active markets to which we have access at the measurement date.

Level 2 - Inputs other than quoted prices within

Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or

The determination of where assets and liabilities

fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

As of both December 31, 2024 and 2023, the Company

has determined that there were no assets or liabilities measured at fair value.

Inventory consists of raw materials, components

and finished goods.

The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

Finished goods

include the cost of labor to assemble the items.

Foreign Currency Translation

The functional currency of one of the Company’s

foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S.

The Company’s foreign subsidiary maintains its records using local

currency (Australian Dollar – “AUD”).

All monetary assets and liabilities of the foreign subsidiary were translated

Dollars at period end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S.

Dollars at transaction day exchange rates.

Income and expense items related to non-monetary items were translated at exchange rates prevailing

during the transaction date and other incomes and expenses were translated using average exchange rate for the period.

The resulting translation

adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.

The functional currency of the Company’s

other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD).

The Company’s foreign subsidiary maintains its records

using local currency (CAD).

All assets and liabilities of the foreign subsidiary were translated into U.S.

Dollars at period end exchange

rates and stockholders’ equity is translated at the historical rates.

Income and expense items were translated using average exchange

rate for the period.

The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated

other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income.

The exchange rates used to translate amounts in

AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

Balance sheet:

Period-end AUD:

USD exchange rate

Period-end CAD:

USD exchange rate

Income statement:

Average Yearly AUD:

USD exchange rate

Average Yearly CAD:

USD exchange rate

Translation gains and losses that arise from exchange

rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian

Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations

Concentrations of Credit Risk

In the normal course of business, the Company

provides credit terms to its customers;

however, collateral was not required.

Accordingly, the Company performed credit evaluations of

its customers and maintained allowances for possible losses which, when realized, were within the range of management’s expectations.

From time to time, a higher concentration of credit risk existed on outstanding accounts receivable for a select number of customers due

to individual buying patterns.

Warehousing costs

Warehouse costs include all third party warehouse

rent fees and are charged to selling and marketing expenses as incurred.

Any additional costs relating to assembly or special pack-outs

of the Company’s products are charged to cost of sales.

Product display costs

All displays manufactured and purchased by the

Company are for placement of product in retail stores.

This also includes all costs for display execution and setup and retail services

are charged to cost of sales and expensed as incurred.

Cost of Sales

Cost of sales includes the purchase cost of products

sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting

of our online Application.

Debt Issuance Costs

Debt issuance costs consist

primarily of arrangement fees, professional fees and legal fees.

These costs were netted off with the related loan and were being amortized

to interest expense over the term of the related debt facilities.

Shipping Costs

Shipping and handling

costs billed to customers are recorded in sales.

Shipping costs incurred by the company are recorded in selling and marketing expenses.

Related parties

Parties are considered

to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled

by, or are under common control with the Company.

Related parties also include principal owners of the Company, its management, members

of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one

party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting

parties might be prevented from fully pursuing its own separate interests.

Segment Reporting

Segment identification and selection is consistent with the management

structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to evaluate performance

and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure.

on the Company’s management structure and method of internal reporting, the Company has one operating segment.

The Company derives

its revenue from the sale of nutraceuticals.

The accounting policies of the segment are the same as those described in the summary of

significant accounting policies.

The chief operating decision maker assesses performance for the segment and decides how to allocate resources

based on net income that also is reported on the income statement as consolidated net income.

The measure of segment assets is reported

on the balance sheet as total consolidated assets.

Significant segment expenses include retailer promotions, freight and fulfillment,

marketing and salaries.

The Company’s CODM reviews financial information presented and decides how to allocate resources based on

The Company does have any intra-entity sales or transfers.

The Company’s CODM does not review operating results on a

disaggregated basis;

rather, the chief operating decision maker reviews operating results on an aggregated basis.

Presentation of Financial Statements –

Going Concern

Going Concern Evaluation

In connection with preparing consolidated financial

statements for the year ended December 31, 2024, management evaluated whether there were conditions and events, considered in the aggregate,

that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date that the

consolidated financial statements are issued.

The Company considered the following:

● At December 31, 2024, the Company had an accumulated deficit

of $ 44,099,813 .

● At December 31, 2024, the Company had a working capital deficit of $ 1,124,601 .

● At December 31, 2024, the Company had a decrease in net revenue

of $ 7,943,390 .

● At December 31, 2024, the Company had a decrease in net income

of $ 4,213,774 .

● At December 31, 2024, the Company used $ 4,803,390 in operating

Ordinarily, conditions or events that raise substantial

doubt about an entity’s ability to continue as a going concern relate to the entity’s ability to meet its obligations as they

The Company evaluated its ability to meet its obligations as they become

due within one year from the date that the consolidated financial statements are issued by considering the following:

● In 2024, the Company repaid $ 8.5 million of loans from related

party and others and received $ 4.9 million through loans from related party and others.

● During 2024, the Company had net income of $ 2,124,976 .

● During 2024, the Company raised additional capital of $ 8.4 million through its Initial Public Offering (IPO).

● The Company has the option of selling any of its brands to

raise additional capital.

● The Company has restructured its debt agreements in 2024

which extends the terms into 2026.

The Company is currently in negotiations with lenders to refinance its existing debt.

Management concluded that the above factors

alleviate doubts about the Company’s ability to generate enough cash from operations and other available sources to satisfy

its obligations for the next twelve months from the issuance date.

The Company will take the following actions if

it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that

would raise substantial doubt about its ability to continue as a going concern:

● Raise additional capital through line of credit and/or loans

financing for future mergers and acquisition.

● Implement restructuring and cost reductions.

● Raise additional capital through an additional capital raise.

Correction of Prior Period Immaterial Errors:

The Company has identified an immaterial error in

the Company’s previously issued consolidated financial statements related to Treasury Shares held by its wholly owned

The adjustment pertained to the acquisition of remaining 50 % ownership interest in Hand MD Corp.

during July 2021 and accordingly

the shares previously issued to Hand MD Corp.

required correction on the financial statement as Treasury Shares on the consolidated

balance sheet.

The amount of the reclassification is $ 127,500 and has no effect on the consolidated statement of income and other

comprehensive income (except for earnings per share and weighted average shares) and statement of cash flow.

In evaluating whether the previously issued consolidated

financial statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance

of ASC 250, Accounting Changes and Error Corrections , SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing

Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial

Statements , and concluded that the effect of the errors on prior period annual financial statements was immaterial.

The guidance states

that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements,

must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial

to the prior-year financial statements.

Correcting prior-year financial statements for such immaterial misstatements does not require

previously filed reports to be amended.

The Company’s consolidated balance sheet and

earnings per share has been revised from the amounts previously reported to correct the error and the impact of the

reclassification is shown in the below table.

Consolidated Balance Sheet as of December 31,

As Previously

Treasury Stock

$ ( 127,500 )

Accumulated deficit

( 44,227,313 )

( 44,099,813 )

Earnings Per Share for the year ended December

As Previously

Earnings per share

Weighted average common shares outstanding

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU’) No.

2023-09, “Income Taxes (Topic 740):

to Income Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 amends the rules on income tax disclosures to require entities

to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or

benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state,

and foreign).

In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local

jurisdictions, among other changes.

The amendments can be applied on a prospective basis although retrospective application is permitted.

The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently

evaluating the impact this update will have on its Consolidated Financial Statements.

In November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

ASU 2023-07 expands segment disclosure

requirements through enhanced disclosures related to significant segment expenses that are regularly provided to the chief operating decision

maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment’s

profit or loss used by the CODM when deciding how to allocate resources.

All disclosure requirements under ASU 2023- 07 are also required

for public entities with a single reportable segment.

The amendments are effective for the fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024.

As of December 31, 2024, the Company has adopted ASU 2023-07.

While the adoption of ASU 2023-07 has not affected the Company’s financial statements, it has resulted in additional disclosures.

In October 2023, the FASB issued ASU No.

“Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative”

(“ASU 2023-06”).

ASU 2023-06 amends U.S.

GAAP to reflect updates and simplifications to certain disclosure and presentation

requirements referred to FASB by the Securities and Exchange Commission (“SEC”).

The targeted amendments incorporate 14 of

the 27 disclosures referred by the SEC into codification.

Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s

removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC

has not removed the requirements by that date.

The Company is currently evaluating the impact this update will have on its Consolidated

Financial Statements.

Note 3 – Income Taxes

The Company utilizes FASB ASC 740, “Income

Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events

that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined

based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws

and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.

A valuation allowance

is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Deferred income taxes arise from temporary differences

resulting from income and expense items reported for financial accounting and tax purposes in different periods.

Deferred taxes are classified

as current or non-current, depending on the classification of assets and liabilities to which they relate.

Deferred taxes arising from

temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in

which the temporary differences are expected to reverse.

The Company does not have any uncertain tax positions.

purposes, the Company has not completed

its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change

of ownership rules.

If the Company has had a change in ownership, the NOL’s would be limited or eliminated, as to the amount that

could be utilized each year, based on the Code.

NOL’s attributable to Breakthrough Products, Inc., which are the majority of the

Company’s domestic NOL’s are Separate Return Limitation Year (SRLY) NOL’s.

Such losses may generally not be available

for use (limited or eliminated).

The Company has not filed its State & Local

Income/Franchise tax returns in states it is required to file, as such returns and liability remain open.

The Company does not expect

this to be a significant liability.

The table below summarizes the differences between

statutory federal rate and the Company’s estimated effective tax rate for the years ended December 31, 2024 and 2023:

Statutory Rate

AU/CA rates in excess of the US rate

Increase in valuation allowance

Utilization of Australian and Canadian NOL

Total provision for income taxes

The Company has deferred tax assets, which have

been fully reserved, as follows as of December 31, 2024 and 2023:

Net operating Losses

Obsolete inventory

Nonstatutory stock options

Impairment of intangible asset

Bad debt reserve

Deferred tax asset

Valuation allowance for deferred tax assets

( 11,561,535 )

( 12,947,894 )

Net deferred tax assets

Tax expense was $ 102,085 and $ 234,980 for 2024

and 2023, respectively.

The Company also has net operating loss carryforwards of approximately

$ 50,800,000 and approximately $ 51,800,000 (United States and Canada) included in the deferred tax asset table above for 2024 and 2023,

respectively, the majority attributable to the acquisition of Breakthrough Products, Inc.

However, due to limitations of carryover attributes

and separate return limitation year rules, it is unlikely the company will benefit from the NOL’s and thus Management has determined

a 100 % valuation reserved is required.

Further, the Company has not completed an evaluation of the NOL’s attributable to Breakthrough

Products, Inc.

at the date of this report.

Note 4 – Accounts and Other

Accounts receivable, net of allowances for doubtful

accounts, consisted of the following:

Trade accounts receivable

Other receivables

Less allowances

Total accounts and other receivable, net

During the years ended December 31, 2024 and 2023,

the Company charged $ 0 to bad debt expense.

During the year ended December 31, 2024, the Company had other receivables related to $ 252,405 for Employee Retention

Credits, $ 258,129 related to an insurance claim for stolen goods and $ 1,489,103 related to disputed accounts receivables.

Note 5 – Prepaid Expenses

At December 31, 2024 and 2023, prepaid expenses

consisted of the following:

Advances for inventory

Contract employee, related party

Rent, related party

Advertising and promotions*

Professional fees

Miscellaneous

* During the year ended December 31, 2024, the Company bartered

inventory worth $859,920 for media credits to be used at the Company’s discretion.

Note 6 – Concentration of Credit Risk

Cash and cash equivalents

The Company maintains its cash and cash equivalents

in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured

limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits with major financial institutions.

31, 2024 and 2023, the uninsured balance amounted to $ 503,215 and $ 441,711 , respectively.

Accounts receivable

As of December 31, 2024 and 2023, one and two

customers accounted for 74 % and 68 %, respectively, of the Company’s accounts receivable.

Major customers

For the years ended December 31, 2024 and 2023,

two and three customers accounted for approximately 73 % and 78 %, respectively, of the Company’s net revenue.

Substantially all of

the Company’s business is with companies in the United States.

Accounts payable

As of December 31, 2024 and 2023, four and two

vendors accounted for 69 % and 64 %, respectively, of the Company’s accounts payable.

Major suppliers

For the year ended December 31, 2024, three suppliers

accounted for approximately 42 % of the Company’s purchases.

For the year ended December 31, 2023, one supplier accounted for approximately

18 % of the Company’s purchases.

Substantially all of the Company’s business is with suppliers in the United States.

Note 7 – Inventory

Inventory consists of finished goods, components

and raw materials.

The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

The carrying value of inventory consisted of the

Finished goods

Inventory in transit

Raw materials

Total inventory

As of January 22, 2015, inventory was pledged

to Knight under the Loan Agreement (see note 11).

As of December 31, 2023, $ 2,948 of the Company’s inventory was in transit.

the years ended December 31, 2024 and 2023, $ 125,364 and $ 251,021 , respectively, of expiring and slow-moving inventory was written off

to cost of sales.

As of December 31, 2024 and 2023, the Company has accrued $ 0 and $ 387,176 , respectively, related to storing this inventory

and ultimate disposal of the obsolete inventory.

Note 8 – Intangible Assets

Less accumulated amortization

Intangible assets, net

Amortization expense for the years ended December

31, 2024 and 2023 was $ 133,334 and $ 33,333 , respectively.

The estimated aggregate amortization expense over

each of the next five years is as follows:

Note 9 – Related Party Transactions

The Company paid consulting fees through December 31, 2024 to a company

Jack Ross, Chief Executive Officer of the Company.

The Company expensed $ 1,321 during the year ended December 31, 2024 as

consulting fees.

The Company expensed $ 500,000 during the year ended December 31, 2023.

The Company advanced $ 396,683 in the manner of

a prepaid consulting fees during the year ended December 31, 2024 and applied $ 328,003 of that advance to a short term loan.

balance as of December 31, 2024 and December 31, 2023 was $ 296,981 and $ 501,321 , respectively.

During 2024, the Company was advanced $ 3,175,000

and $ 514,500 Canadian Dollars (US Dollars $ 342,201 ) in the form of a short term note.

The balance owed as of both December 31, 2024 and

December 31, 2023 is $ 0 .

On June 26, 2015, the Company entered into a Security

Agreement with Knight Therapeutics, Inc., a related party (owner of greater than 10 % shares of the Company), through its wholly owned

subsidiary Neuragen Corp., for the purchase of Knight Therapeutics, Inc.’s assets.

At March 31, 2024 and December 31, 2023, the

Company owed Knight $ 275,000 and $ 287,500 , respectively in relation to this agreement (see Note 11).

The Company recorded present value

of future payments of $ 199,640 and $ 204,941 as of March 31, 2024 and December 31, 2023, respectively.

During June 2024, this Security

Agreement was consolidated into one loan under the sixth amendment.

The Company entered into transactions with a

related party controlled by the CEO during prior years.

The transactions were a pass through and allocation of expenses and

reimbursements.

During 2023, the Company loaned $ 426,500 and received repayments of $ 400,000 .

As of December 31, 2024 and 2023

the Company was owed $ 4,375,059 and $ 4,459,996 , respectively.

This loan has a repayment date of December 31, 2025 and will be

guaranteed by 1,500,000 shares of Company stock if the loan remains outstanding as of January 1, 2026.

The Company entered into a transaction with a

related party controlled by the CEO during the year ended December 31, 2023.

The transaction was in the form of a short term loan.

Company received $ 10,000 Canadian dollars (US Dollars $ 7,561 ).

This amount was owed to the related party as of December 31, 2023 and was

repaid during February 2024.

On August 9, 2017, the Company entered into a

Loan Agreement with Knight Therapeutics (Barbados) Inc., a related party (owner of greater than 10 % shares of the Company), for a working

capital loan.

At both March 31, 2024 and December 31, 2023, the Company owed Knight $ 5,000,000 on this loan, net of debt issuance cost

(see Note 11).

During the year ended December 31, 2020 a loan success fee of $ 1,000,000 was earned by Knight payable in August 2022 (see

At both March 31, 2024 and December 31, 2023, the Company owed Knight $ 1,000,000 on the loan success fee (see Note 11).

June 2024, this Loan Agreement was consolidated into one loan under the sixth amendment.

On May 8, 2020, the Company entered into a Third

Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, for working capital loan.

At March 31, 2024 and December

31, 2023, the Company owed Knight $ 320,000 and $ 392,000 , respectively on this loan (see Note 11).

During June 2024, this Third Amendment

Agreement was consolidated into one loan under the sixth amendment.

On July 7, 2022, the Company entered into a Fourth

Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, for an additional $ 2,000,000 loan (the “Second Additional

At both March 31, 2024 and December 31, 2023, the Company owed Knight $ 2,000,000 on this loan (see Note 11).

year ended December 31, 2023 a loan success fee of $ 83,250 was earned by Knight and is payable as of both March 31, 2024 and December

31, 2023 (see Note 11).

During June 2024, this Fourth Amendment Agreement was consolidated into one loan under the sixth amendment.

On September 30, 2023, the Company entered into

a Fifth Amendment Agreement with Knight Therapeutics (Barbados) Inc., a related party, to modify prior Agreements.

This modification extends

the maturity dates of loans to March 31, 2024.

The Company will pay Knight a closing fee of $ 1,000,000 in connection with the Fifth Amendment.

This has been accrued for during the year ended December 31, 2022 since this was earned upon renegotiation of the loan during 2022 (see

During June 2024, this Fifth Amendment Agreement was consolidated into one loan under the sixth amendment.

The Company recognized interest expense of $ 1,545,674 and $ 1,693,642

during the years ended December 31, 2024 and 2023, respectively.

Accrued interest was $ 1,760,076 as of December 31, 2023.

Accrued interest

was capitalized and included in the loan balance as of both March 31, 2024 December 31, 2023.

During 2024, the accrued interest was consolidated

into one loan under the sixth amendment.

The Company also paid extension fees of $ 136,000 per month from October 2023 through February

2024 resulting in interest expense for 2023 of $ 408,000 and $ 272,000 in 2024.

During June 2024, the Company entered into Sixth

Amended Agreement with Knight Therapeutics Inc., a related party, to modify prior Agreements.

This modification consolidates outstanding

loans and extends the maturity dates of loans to March 31, 2026 (see Note 11).

On December 23, 2016, the Company entered into

an agreement with Knight Therapeutics for the distribution rights of FOCUSFactor in Canada.

In conjunction with this agreement, the Company

is required to pay Knight a distribution fee equal to 30 % of gross sales for sales achieved through a direct sales channel and 5 % of gross

sales for sales achieved through retail sales.

The minimum due to Knight under this agreement is $ 100,000 Canadian dollars.

year ended December 31, 2024, the Company expensed $ 123,584 Canadian dollars (US Dollars $ 90,229 ).

During the year ended December 31,

2023, the Company expensed $ 133,502 Canadian dollars (US Dollars $ 98,939 ).

As of December 31, 2024 and 2023, the total outstanding balance

was $ 123,584 and $ 549,229 Canadian dollars, respectively.

In US Dollars, the total outstanding balance was $ 85,891 and $ 415,272 as of

December 31, 2024 and 2023, respectively.

The outstanding distribution fees at December 31, 2023 have been added to the related party

notes payable.

On December 23, 2016, the Company entered into

an agreement with Knight Therapeutics for the distribution rights of Hand MD into Canada.

In conjunction with this agreement, the Company

is required to pay Knight a distribution fee equal to 60 % of gross sales for sales achieved through a direct sales channel until the sales

in the calendar year equal the threshold amount and then 40 % of all such gross sales in such calendar year in excess of the threshold

amount and 5 % of gross sales for sales achieved through retail sales.

The minimum due to Knight under this agreement is $ 25,000 Canadian

During the year ended December 31, 2023, the Company expensed was $ 25,000 Canadian dollars (US Dollars $ 18,531 ).

As of December

31, 2023, the total outstanding balance was $ 160,637 Canadian dollars.

In US Dollars, the total outstanding balance was $ 121,458 as of

December 31, 2023.

This agreement has terminated and the outstanding distribution fees have been added to the related party notes payable.

The Company expensed royalty of $ 51,428 and $ 82,810

for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023, the Company owed Knight Therapeutics $ 2,753

and $ 19,324 , respectively, in connection with a royalty distribution agreement.

On October 1, 2023 (effective date), the Company

entered into second amendment to the Distribution Agreement with Knight with an initial term ending on February 25, 2026 with an automatic

renewal of one year for a payment of $ 450,000 by the Company within 180 days from the effective date.

The Company has recorded this payable

in terms of a Note Payable to Knight Therapeutics in relation to a license fee of an intangible asset.

The balance outstanding at December

31, 2023 was $ 450,000 .

During June 2024, this Distribution Agreement was consolidated into one loan under the sixth amendment.

Note 10 – Accounts Payable and Accrued Liabilities

As of December 31, 2024 and 2023, accounts payable

and accrued liabilities consisted of the following:

Accrued payroll

Manufacturers

Accounting Fees

Royalties, related party

Payroll taxes

Professional Fees

Related party advance

The Company has estimated and accrued for its

sales tax liability at $ 3,703 and $ 6,098 for the parent entity as of December 31, 2024 and 2023, respectively.

During 2024, the Company recognized a gain on

forgiveness of accounts payable of $ 389,169 .

This gain was included as a reduction of selling and marketing expenses.

During 2023 the

Company recognized a gain on forgiveness of accounts payable of $ 2,400,000 .

This gain was included as a reduction of selling and marketing

Note 11 – Notes Payable

The Company’s notes

payable at December 31, 2024 and 2023 are as follows:

Notes payable

Unamortized debt issuance cost

Current portion, related party

( 4,000,000 )

Current portion, other

( 7,725,272 )

( 2,094,525 )

Long-term portion, related party

Long-term portion, other

$950,000 June 26, 2015 Security Agreement:

On June 26, 2015, the Company, through its wholly

owned subsidiary, Neuragen Corp.

(“Neuragen”), issued a 0 % promissory note in a principal amount of $ 950,000 in connection

with an Asset Purchase Agreement.

The note requires $ 250,000 to be paid on or before June 30, 2016, and $ 700,000 to be paid in quarterly

installments (beginning with the quarter ending September 30, 2015) equal to the greater of $ 12,500 or 5 % of U.S.

net sales, and 2 % of

net sales of Neuragen for 60 months thereafter.

The payment of such amounts is secured by a security interest in certain assets,

undertakings and property (“Collateral”) pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 1.2 million.

The Company recorded present value of future payments

of $ 199,640 and $ 204,941 as of March 31, 2024 and December 31, 2023, respectively.

At March 31, 2024 and December 31, 2023, the Company

owed Knight $ 275,000 and $ 287,500 , respectively in relation to this agreement.

The Company recorded interest expense of $ 4,799 and $ 29,401

for the year ended December 31, 2024 and 2023, respectively.

The Company made payments of $ 12,500 and $ 37,500 during 2024 and 2023, respectively.

During June 2024, this Security Agreement was

consolidated with the other outstanding loans to Knight.

$10,000,000 August 9, 2017 Loan:

On August 9, 2017, the Company entered into a

Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant to which Knight agreed to loan the Company an

additional $ 10 million, and an ongoing credit facility of up to $ 20 million, and which amount was borrowed at closing (the “Financing”)

for working capital purposes.

At closing, the Company paid Knight an origination fee of $ 200,000 and a work fee of $ 100,000 and also paid

$ 100,000 of Knight’s expenses associated with the Loan.

Additional Tranches under the Loan Agreement are

available to the Company until August 9, 2022 provided that no event of default exists.

Each Additional Tranche must be for a minimum

amount of $ 1.0 million, may only be used to finance qualified acquisitions (as defined in the Loan Agreement), and can be denied in Knight’s

absolute discretion.

If an Additional Tranche is denied, the Company can effect a qualified acquisition through a special purpose entity

with such special purpose entity being entitled to obtain financing from third parties so long as such financing does not adversely affect

Knight or Knight’s rights under the Loan Agreement.

Upon the closing of any Additional Tranche, the Company will pay Knight an origination

fee equal to 2 % of the Additional Tranche, a work fee equal to 1 % of the amount of the Additional Tranche, and reimburse Knight for its

expenses incurred in connection with its consideration of any Additional Tranche (whether or not advanced).

The Loan bears interest at 10.5 % per annum.

amended Loan Agreement matures on August 8, 2020 and (b) the date that Knight, in its discretion, accelerates the Company’s obligations

due to an event of default.

On the Maturity Date of the Third Tranche and

every Additional Tranche (or upon the acceleration of each such loan), the Company must pay Knight a success fee (the “Success Fee”)

of that number of Company common shares equal to 10 % of the loan, divided by the lesser of (a) $ 1.50 , (b) the lowest price at which any

common shares were issued by the Company in any offering or equity financing or other transaction between the Closing Date and the date

the Success Fee is due, and (c) the current market price on the date the Success Fee is due.

The Company may also pay the Success Fee

in cash pursuant to the terms of the Loan Agreement.

The Loan Agreement includes customary representations,

warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, and to not

merge or dispose of assets, acquire other businesses (except for businesses substantially similar or complementary to the Company’s

business, and provided that the aggregate consideration to be paid does not exceed $ 100,000 and the acquired business guarantees the Company’s

obligations under the Loan Agreement) or make capital expenditures in excess of $ 500,000 .

The Loan Agreement also includes customary events

of default, including payment defaults, breaches of covenants, change of control and material adverse effect defaults.

Upon the occurrence

of an event of default and during the continuation thereof, the principal amount of all loans under the Loan Agreement will bear a default

interest rate of an additional 5 %.

The Company’s obligations and liabilities

under the Loan Agreement are secured and unconditionally guaranteed by certain of the Company’s wholly-owned subsidiaries as provided

in the Loan Agreement.

On May 8, 2020, the Company entered into a Third

Amendment Agreement (the “Third Amendment”) to the Amended and Restated Loan Agreement (the “Loan Agreement”)

with Knight Therapeutics (Barbados) Inc.

(“Knight”), pursuant to which Knight agreed to loan the Company an additional $ 2.5

million (the “Additional Loan”).

That same day (the “Closing”), the Company paid Knight a work fee of $ 36,000 ,

and $ 25,000 for Knight’s legal costs and expenses incurred in connection with the Third Amendment.

The Third Amendment amends the

original loan agreement that the Company and Knight entered into in January 2015 and subsequently amended (as amended, the “Original

Loan Agreement”).

The Additional Loan matures on May 8, 2021 (the “TA Maturity Date”) and bears interest at 12.5 % per

annum compounding quarterly.

On the TA Maturity Date, the Company will pay Knight a success fee (the “Success Fee”) of $ 83,250 .

The Success Fee is payable in cash or stock as set forth in the Loan Agreement.

The Third Amendment includes customary representations,

warranties, and affirmative and restrictive covenants, including covenants to attain and maintain certain financial metrics, including

an undertaking to maintain at all times a cash balance of $ 600,000 and EBITDA of $ 3,000,000 for the twelve months ended June 30, 2020

and $ 4,000,000 for the twelve month period ending on the last day of each fiscal quarter thereafter.

Terms of the $ 10,000,000 August 9, 2017 loan (Third

Tranche) (see note 9) were modified in the Third amendment.

Third tranche shall bear interest from May 8, 2020 at a rate equal to 12.5 %

per annum compounded quarterly.

The Company shall pay success fee in the amount of $ 1,000,000 with respect to the Third Tranche, which

shall be fully earned on May 8, 2020 and payable no later than August 31, 2022.

Third Tranche success fee shall bear interest at 12.5 %

per annum compounding quarterly.

The loan has been extended to a maturity date of December 31, 2021 .

Because these amendments were considered

not substantive changes, the Company accounted for the modifications as modification of debt.

On July 7, 2022, the Company entered into a Fourth

Amendment Agreement (the “Fourth Amendment”) to the Amended and Restated Loan Agreement (the “Loan Agreement”)

with Knight Therapeutics (Barbados) Inc.

(“Knight”), pursuant to which Knight agreed to loan the Company an additional $ 2.0

million (the “Second Additional Loan”).

The Fourth Amendment amends the original loan agreement that the Company and Knight

entered into in January 2015 and subsequently amended (as amended, the “Original Loan Agreement”).

The Second Additional Loan

matures on the earlier of October 31, 2022 and the date that is ninety days after the date, if any, on which Knight delivers a Second

Additional Loan Repayment Notice to the Company.

The Company will pay Knight a success fee of $ 40,000 and an amendment fee of $ 30,000

which is fully earned and payable as of the Fourth Amendment Date.

The loan bears interest at the greater of 14 % or the prime rate plus

8 % per annum, compounded quarterly.

This $ 2.0 million Second Additional Loan (only) has a personal guarantee by a shareholder, Jack Ross.

On September 30, 2023, the Company entered into a Fifth Amendment Agreement

(the “Fifth Amendment”) to the Loan Agreement with Knight, pursuant to which Knight agreed to extend the maturity date of

the Loan to March 31, 2024 .

The loan will bear interest at 15.5 % per annum compounding quarterly.

The Company will pay Knight a closing

fee of $ 1,000,000 and $ 150,000 as reimbursement for Knights legal fees incurred in connection with the Fifth Amendment.

These have been

accrued for during the year ended December 31, 2022 since this was earned upon renegotiation of the loan during 2022.

The Company has

also paid Knight an extension fee of $136,000 per month from October 2023 through February 2024 resulting in interest expense for 2023

of $ 408,000 and $ 272,000 in 2024.

We have amended our financial covenants in the

Fifth Amendment to as follows:

We will maintain a minimum EBITDA of $ 1,000,000 for the three (3) month period ending on the last day of

each Fiscal Quarter starting June 30, 2023.

We shall at all times maintain Focus Factors net sales on a trailing twelve month basis of

at least $ 30,000,000 .

The Company recognized interest expense of $ 1,545,674 and $ 1,693,642

during the years ended December 31, 2024 and 2023, respectively.

Accrued interest was $ 1,760,076 as of December 31, 2023.

Accrued interest

was capitalized and included in the loan balance as of December 31, 2023.

On October 1, 2023 (effective date), the Company

entered into second amendment to the Distribution Agreement with Knight with an initial term ending on February 25, 2026 with an automatic

renewal of one year for a payment of $ 450,000 by the Company within 180 days from the effective date.

The Company has recorded this payable

in terms of a Note Payable to Knight Therapeutics in relation to a license fee of an intangible asset.

The balance outstanding at December

31, 2023 was $ 450,000 .

During 2023, the Company accrued $ 83,250 as added

to Notes Payable in the form of a loan success fee as earned.

During March 2024, the Company has entered into

an Amended Agreement with Knight Therapeutics for its existing secured debt, which was finalized in June 2024.

The consolidated loan will

bear minimum interest rate at 12 % per annum compounded quarterly and will be paid on the last day of each month.

The principal repayment

will begin in the first quarter of 2025 with $ 1,000,000 due quarterly until March 31, 2026 when the loan becomes due in full.

of this agreement the outstanding royalties of $ 536,730 were converted to long term debt (see note 9).

The loan has been extended to a

maturity date of March 31, 2026 .

Because these amendments were considered not substantive changes, the Company accounted for the modifications

as modification of debt.

Minimum interest rate is subjected to the following

(i) Following an uncured event of default by Synergy,

the Interest Rate will increase by 5 %.

(ii) Synergy shall raise Five Million Dollars

($ 5,000,000 ) of equity no later than March 31, 2025.

Should Synergy fail to raise equity of Five Million Dollars ($5,000,000) by March

31, 2025, then (1) Knight will earn an additional fee of One Million Dollars ($ 1,000,000 ) which will be added to the principal balance

of the loan then outstanding and (2) the loan shall be considered to be in default.

Any equity raise shall not dilute Knight’s ownership

in Synergy below 10 % of fully diluted basis.

This loan shall be senior secured

against all current and future assets (cash, intellectual property, real property, etc.) of Synergy, its affiliates, and subsidiaries.

Synergy shall not add any other debt without paying out KTI first.

Bonus Success Fee:

Upon closing of a Sale

Transaction (hereinafter defined) of Synergy, KTI, shall be paid a One Million eight hundred thousand Dollar ($ 1,800,000 ) Bonus success

fee (“Bonus Success Fee”).

The Sale Transaction shall include but is not limited to the acquisition of Synergy by a Third

Party, the merger of Synergy with a Third Party, partial or complete sale of any asset of Synergy.

The obligation of Synergy to KTI under

the Success Fee shall survive the Maturity Date and remain in force until a Sale Transaction.

As the sole exemption from the above defined

Sale transaction and herein Bonus success fee, If Synergy or any of its brands does an IPO on a publicly listed exchange, no such Bonus

Success fee will be due nor payable by Synergy.

An IPO shall be defined as Synergy raising at least $ 10 million of cash through the issuance

of equity at a $ 50 million pre-money valuation.

The following covenants shall

be added or amended to the existing Loan with KTI;

(i) Jack Ross’s Synergy total annual compensation

(salary, bonus and options) shall be capped at $ 500,000 ;

until KTI’s loan is paid out or until such a time when Synergy is listed

on a publicly traded stock exchange at such time the compensation committee will determine the annual compensation and approve by the

Board of Directors.

(ii) Synergy shall maintain a minimum EBITDA of

US$ 1,250,000 for the three (3) month period ending on the last day of each Fiscal Quarter starting March 31, 2024.

(iii) Synergy shall provide KTI a quarterly and

annual operating budget for approval prior to implementation;

(iv) Synergy shall enter into a Shareholders Agreement

with KTI, by June 30, 2024;

which shall contain customary terms and conditions acceptable to all parties

(v) This Loan becomes immediately due if Focus

Factor Net Revenues fall below a trailing 12 month net sales of $ 30 million.

Synergy shall provide KTI with monthly Net Revenues for Focus

(vi) Synergy is required to communicate to Knight

within 2 working days in the event it receives a notice of default from any third party for any debt payables or obligations.

default on any of its third party debt obligations, then the Amended Loan will automatically enter into default.

(vii) Timely payment of royalties due to Knight.

(viii) Synergy shall repay and terminate Shopify

debt no later than December 31, 2024.

Other Loan Conditions:

In the event, Synergy

does not repay the KTI in full on March 31, 2026, Jack Ross shall sell, for $ 1 , a total of 453,782 of his Synergy shares to KTI.

of the Additional Shares is at Knight’s option and Jack Ross and KTI shall execute a Share Purchase Agreement prior to April 30th,

As of December 31, 2024 and 2023 the total consolidated

amount outstanding on these loans, including accrued interest and royalties is $ 12,333,052 and $ 12,426,997 , respectively.

The Company is required to make future payments

$1,700,000 July 13, 2021 Loan:

On July 13, 2021, the Company entered into a loan agreement of $ 1,700,000

with Hand MD, LLC for transfer of ownership to in Hand MD Corp.

to The Company.

Payments are due as follows:

$ 500,000 within 10 business days of execution, $ 400,000 on or before the six month anniversary of the agreement,

$ 400,000 on or before the twelve month anniversary of the agreement and $ 400,000 on or before the eighteen month anniversary of the agreement.

During the year ended December 31, 2023 the Company paid $ 400,000 toward the loan.

This was fully repaid during 2023.

$2,000,000 February 10, 2022 Loan:

On February 10, 2022, the Company entered into

a promissory note for $ 2,000,000 with an individual which was to be repaid with subsequent financing.

This interest rate on the promissory note was

modified effective June 30, 2022 to 15.5 % per annum compounded quarterly.

Subsequently and pursuant to the modification agreement entered

into on June 14 th , 2023, effective September 9, 2022, the promissory loan would bear all the same characteristics as the additional

$ 6,000,000 loan noted below in that, interest would be accrued to December 31, 2022 and added to the outstanding principal loan balance.

Interest payments to commence January 31, 2023 on unpaid principal and accrued and unpaid interest through December 31, 2022.

shall repay all principal and interest on the earlier of a merger, sale of the Company or Focus Factor or the assets of the Company or

September 30, 2023.

The Company will pay a closing fee of $ 500,000 and $ 50,000 as reimbursement for legal fees incurred in connection

with the loan renegotiation of both the $ 2,000,000 February 10, 2022 Loan and the $ 6,000,000 March 8, 2022 Loan.

To the extent that this

Note and $ 6 million March 8, 2022 Loan is not repaid on the terms, Jack Ross shall personally grant:

Warrants struck at $ 0.01 penny per

share, covering 10 % of his stock in the event that Synergy does not make its principal repayment outlined above, in full.

issuance shall be made to the holders of this Note and the $ 6 million March 8, 2022 Loan (ratably).

This promissory note has been modified effective September 30, 2023

in conjunction with the Senior Subordinated Debentures.

Interest payments to commence January 31, 2023 on unpaid principal and accrued

and unpaid interest through December 31, 2022.

Interest expensed and paid during 2024 and 2023 has amounted to $ 1,261,742 and $ 332,769 ,

respectively.

Principal and interest payments shall begin effective October 31, 2023 and continue through March 31, 2024 on the earlier

of a merger, sale of the Company or Focus Factor or the assets of the Company or March 31, 2024.

To the extent that this Note and $ 6 million

March 8, 2022 Loan is not repaid on the terms, Jack Ross shall personally grant:

Warrants struck at $ 0.01 penny per share, covering 10 %

of his stock in the event that Synergy does not make its principal repayment outlined above, in full.

The warrant issuance shall be made

to the holders of this Note and the $ 6 million March 8, 2022 Loan (ratably).

The pro-rata closing fee of $ 125,000 originally due on September

30 th 2023 was also extended to March 31, 2024.

The outstanding loan balance at March 31, 2024 and December 31, 2023 was $ 1,800,000

and $ 1,875,000 , respectively.

On March 31, 2024, the Company has entered into

a Modification Agreement in relation to this loan.

Effective March 31, 2024, the interest rate is 12 %, compounded quarterly.

Cash payments

of interest shall be made monthly, on the final day of each month commencing in April 2024.

The Company is required to make principal

payments of $ 1,000,000 each starting from March 31, 2025 quarter till December 31, 2025 quarter.

The remaining principal and unpaid interest

is fully due on March 31, 2026.

In addition, a loan renegotiation fee of $ 500,000 shall be earned and payable on March 31, 2026 or at

such time the loan is paid in full.

Upon closing of a sale transaction, as defined in the agreement, a bonus success fee of $ 1,800,000

will be earned and payable.

An event of default, as defined in the agreement, will trigger a default interest rate increase by 5 % to 17 %.

An incentive fee of a maximum of $ 563,092 will be paid, prorated if the loan is paid off early.

If the loan is not repaid by March 31,

2026, Jack Ross, majority shareholder shall grant warrants covering 10 % of his stock struck at $ 0.01 per share.

There is a cross-default

clause in the agreement which states that if Knight triggers an event of default on its own loan facility, this loan will also be under

This Agreement consolidates this $ 2,000,000 loan and the $ 6,000,000 March 8, 2022 loan as detailed below.

Because these amendments

were considered not substantive changes, the Company accounted for the modifications as modification of debt.

The Company is required to make future payments

$6,000,000 March 8, 2022 Loans:

On March 8, 2022, the Company entered into Securities

Purchase Agreements with debenture holders for the Senior Subordinated Debentures in the amount of $ 6,000,000 with an original maturity

date of September 8, 2022 and warrants with a term of 3 years.

The Senior Subordinated Debentures were modified on June 14, 2023 in conjunction

with the promissory note.

The modification included the exercise of $ 1.5 million on cash payment in lieu of the exercise of warrants.

Pursuant to ASC 480 warrants were liability classified and the Company accrued the warrant liability of $ 1.5 million on March 8, 2022,

the date of issuance.

Upon September 8, 2022, the date of exercise of the warrants, the Company offset this warrant liability and added

the $ 1.5 million balance to the Senior Subordinated Debentures, for a combined outstanding balance of $ 7.5 million.

The terms of the warrants

were, at the sole option of the holder, to covert the warrant at a 25 % discount in the event the Company consummated an IPO, a cash option

whereby the holder could convert the warrants at a cash value of $ 1.5 million or convert the warrants into the private entity valued by

an independent third party appraiser.

Covenants pursuant to the loan were as follows:

The Company will maintain a minimum EBITDA of $ 1,000,000 for the three (3) month period ending on the last day of each Fiscal Quarter

starting June 30, 2023.

The Company shall at all times maintain Focus Factor’s net sales on a trailing twelve month basis of at

least $ 30,000,000 .

The Company also agreed to pay $ 50,000 as reimbursement for the debenture holders legal fees incurred in connection

with the modification agreement.

The debentures required payments of interest at

8 % per annum for the first 90 days the debentures were funded and outstanding, 9.5 % interest per annum for the next 90 days the debentures

were funded and outstanding at which time all interest and principal would be due.

These debentures have been modified effective

September 30, 2023 to the following terms:

Interest rate adjusted to 15.5 % compounded quarterly, effective September 9, 2022.

payments to commence January 31, 2023 on unpaid principal and accrued and unpaid interest through December 31, 2022.

Interest accrued

and unpaid during 2022 was $ 672,574 and was subsequently added to the principal balance of the loan outstanding.

Interest expensed and

paid during 2023 has amounted to $ 1,257,014 .

Nominal principal payments were negotiated in lieu of additional extension fees and shall

begin effective October 31, 2023 and continue through March 31, 2024 when the balance is due.

Loan renegotiation fee of $ 500,000 is due

March 31, 2024.

This has been accrued for during the year ended December 31, 2022, since this was earned upon renegotiation of the loan

The outstanding loan balance at March 31, 2024 and December 31, 2023 was $ 6,900,000 and $ 7,125,000 , respectively, which includes

original principal amount net off repayment and warrants conversion to loan of $ 1,500,000 .

On March 31, 2024, the Company has entered into

a Modification Agreement in relation to this loan, which consolidates it with the $ 2,000,000 February 10, 2022 loan above.

been extended to a maturity date of March 31, 2026.

Because these amendments were considered not substantive changes, the Company accounted

for the modifications as modification of debt.

$355,950 May 10, 2022 Loan:

On May 10, 2022, the Company entered into a loan

agreement of $ 355,950 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 315,000 from Shopify Capital Inc.

and $ 40,950 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 355,950 .

The Company recognized amortization original issue

discount of $ 13,746 which is included in interest expense in the statement of income during the year ended December 31, 2023.

The outstanding

loan balance at December 31, 2023 was $ 0 .

$226,000 April 13, 2023 Loan:

On April 13, 2023, the Company entered into a

loan agreement of $ 226,000 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 200,000 from Shopify Capital Inc.

and $ 26,000 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 226,000 .

The Company recognized amortization original issue

discount of $ 26,000 , which is included in interest expense in the statement of income during the year ended December 31, 2023.

The outstanding

loan balance at December 31, 2023 was $ 0 .

$180,800 July 12, 2023 Loan:

On July 12, 2023, the Company entered into a loan

agreement of $ 180,800 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 160,000 from Shopify Capital Inc.

and $ 20,800 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 180,800 .

The Company recognized amortization original issue

discount of $ 12,288 and $ 8,512 , respectively, which are included in interest expense in the statement of income during the years ended

December 31, 2024 and 2023.

The outstanding loan balance at December 31, 2023 was $ 94,525 , net of unamortized original issue discount

of $ 12,288 .

The outstanding loan balance at December 31, 2024 was $ 0 .

$5,450,000 December 28, 2023 Loan:

On December 28, 2023, the Company entered into

a confidential settlement agreement and mutual general release with a former supplier.

The loan bears interest at 5 % per annum and is

payable in full with the last payment.

This settlement resulted in a gain to the Company of $ 2,235,986 and is reflected as a reduction

of cost of sales (See Note 13).

During 2024 and 2023, the Company made payments

of $ 2,000,000 and $ 1,000,000 , respectively, toward this loan.

The outstanding loan balance at December 31, 2024 and 2023 was $ 2,802,445

and $ 4,802,445 , respectively, including interest of $ 352,445 .

The Company is required to make future payments

$141,250 January 29, 2024 Loan:

On January 21, 2024, the Company entered into

a loan agreement of $ 141,250 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 125,000 from Shopify Capital Inc.

and $ 16,250 was an original issue discount.

The loan bears a repayment rate of 17 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 141,250 .

The Company recognized amortization original issue

discount of $ 16,250 , which is included in interest expense in the statement of income during the year ended December 31, 2024.

The outstanding

loan balance at December 31, 2024 was $ 0 .

$3,020,824 March 27, 2024 Loan:

On March 27, 2024, the Company entered into a

confidential settlement agreement and mutual general release with a supplier.

During 2024, the Company made payments of $ 700,000

toward this loan.

The outstanding loan balance at December 31, 2024 was $ 2,320,824 .

The Company is required to make future payments

$418,100 May 1, 2024 Loan:

On May 1, 2024, the Company entered into a loan

agreement of $ 418,100 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 370,000 from Shopify Capital Inc.

and $ 48,100 was an original issue discount.

The loan bears a repayment rate of 25 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 418,100 .

The Company recognized amortization of original issue discount of $ 13,067 ,

which is included in interest expense in the statement of income during the year ended December 31, 2024.

The outstanding loan balance

at December 31, 2024 was $ 269,488 , net of unamortized original issue discount of $ 35,033 .

$118,650 May 22, 2024 Loan:

On May 22, 2024, the Company entered into a loan

agreement of $ 118,650 with Shopify Capital Inc.

for an advancement of working capital from its online processing account.

received $ 105,000 from Shopify Capital Inc.

and $ 13,650 was an original issue discount.

The loan bears a repayment rate of 25 % of daily

The payment of such amounts is secured by a security

interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total

payments of $ 118,650 .

The Company recognized amortization of original

issue discount of $ 11,515 , which is included in interest expense in the statement of income during the year ended December 31, 2024.

outstanding loan balance at December 31, 2024 was $ 16,425 , net of unamortized original issue discount of $ 2,135 .

$800,000 December 5, 2024 Loan:

On December 5, 2024, the Company entered into

a cash advance agreement of $ 800,000 with Cedar Advance LLC for an advancement of working capital.

The Company received $ 760,000 and recorded

$ 40,000 as interest expense.

The loan bears a repayment rate of $ 41,100 per week.

In conjunction with the advance, the Company issued

18,000 shares of common stock to the consultant who facilitated the facility and thus recognized $ 97,920 as interest expense.

The Company recognized total interest expense

of $ 136,000 during the year ended December 31, 2024.

The outstanding loan balance at December 31, 2024 was $ 0 .

Note 12 – Stockholders’ Equity

The total number of shares of all classes of capital

stock which the Company is authorized to issue is 300,000,000 shares of common stock with $ 0.00001 par value.

On October 22, 2024, our registration statement

on Form S-1 (File No.

333-282780), as amended (the “Registration Statement”) was declared effective by the SEC for our underwritten

initial public offering in which we sold a total of 1,150,000 shares of our common stock, par value $ 0.00001 per share, at price to the

public of $ 9.00 per share, for gross proceeds of $ 10,350,000 .

Roth Capital Partners, LLC acted as representative of the underwriters for

the offering.

The offering closed on October 24, 2024 (the “initial

public offering”).

Following the sale of all the shares upon the closing of the initial public offering and the expiration of the

over-allotment option, the offering terminated.

We received net proceeds of approximately $ 8.4 million after deducting underwriting discounts

and commissions and the estimated offering expenses.

No payments for such expenses were made directly or indirectly to (i) any of our

officers or directors or their associates, (ii) any persons owning 10 % or more of any class of our equity securities, or (iii) any of

our affiliates.

There has been no material change in the planned use of proceeds from our initial public offering as described in the

The Company issued warrants to purchase 103,500 shares to the underwriter as part of the IPO transaction with an expiration date of (i)

the third (3rd) anniversary of the Exercisability Date for Twenty Five Percent ( 25 %) of the Warrant, (ii) the fourth anniversary of the

Exercisability Date for Twenty Five Percent ( 25 %) of the Warrant and (iii) the fifth (5th) anniversary of the Exercisability Date for

Fifty Percent ( 50 %) of the Warrant.

The Company determined the fair value of the warrants of $ 490,443 during the year ended December 31,

2024 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions:

estimated fair value of

the Company’s common stock of $ 9.01 , risk-free interest rates of 4.02 %- 4.03 %, volatility of 69 %- 76 %, expected term of 3 - 5 years

and dividend yield of 0 %.

During 2024 the Company issued 18,000 shares to

a consultant who facilitated an advance (Note 11).

As of December 31, 2024, and 2023, there

were 8,721,818 and 7,553,818 shares issued, respectively, and 8,541,745 and 7,373,745

shares outstanding, respectively.

Note 13 – Commitments and Contingencies

From time to time the Company may become a party

to litigation in the normal course of business.

Management believes that there are no current legal matters that would have a material

effect on the Company’s financial position or results of operations.

On July 25, 2022, plaintiff Barbara Valenti (“Valenti”)

filed a putative class action complaint against Synergy CHC Corp.

(“Synergy”) in the United States District Court for the

Eastern District of New York, Case No.

1:22-cv-4361-BMC, for alleged violations of New York General Business Law Sections 349 and 350,

arising out of advertising for the FOCUSfactor product.

On August 18, 2022, Synergy filed a motion to dismiss and a motion to strike class

Valenti’s counsel filed an opposition to the motions on August 30, 2022, and Synergy withdrew the motions on September 1,

Synergy filed an answer to the complaint on September 16, 2022.

On December 29, 2022, and while denying all liability, Synergy settled

with Valenti for a payment of $ 340,000 to be paid in twelve installments ending on December 1, 2023, in exchange for a full release of

Valenti’s individual claims.

On December 29, 2022, plaintiff filed a stipulation of voluntarily dismissal of the individual claims

with prejudice.

During 2023, the Company has fully paid $ 340,000 , per the agreement.

In August 2022, the Company filed a lawsuit in

the Superior Court of Maine against one of its contract manufacturers, bringing several claims arising out of allegations that the contract

manufacturer’s failure to timely produce and delivery the Company’s products in 2020 and 2021 damaged the Company’s

The contract manufacturer brought counterclaims demanding payment in full for its manufacture of these products.

was moved to federal court and remains pending in the United States District Court for the District of Maine, Synergy CHC Corp.

HVL, LLC d/b/a Atrium Innovations, Case No.

2:22-cv-00301-JAW (D.

The case was settled during December 2023, resulting in a net

gain to the company of $ 2,235,986 , reflected as a reduction of cost of sales, and a loan payable of $ 5,450,000 (see Note 11).

Synergy CHC Corp.

, 4:23-cv-691;

United States District Court for the Eastern District of Texas, Sherman

On July 28, 2023, L.O.D.C.

Group (“LODC”) asserted claims of over $ 1,000,000 against Synergy for breach

of contract arising from their alleged failure to comply with contracts related to the delivery of hand sanitizer.

Synergy denies

all allegations and believes Synergy is the aggrieved party in the relationship between Synergy and LODC and Synergy has filed a counterclaim.

The case was settled during April 2024 by way of a confidential settlement agreement and mutual release, the settlement of the

claim has been accounted for and reported as a charge to operations for the year ended December 31, 2023 .

Note 14 – Stock Options and Warrants

The following table summarizes the changes in

options outstanding and the related prices for the shares of the Company’s common stock issued to employees and consultants under

a stock option plan at December 31, 2024:

Options Outstanding Options Exercisable

Exercise Price ($) Number

Outstanding Weighted

Contractual Life

(Years) Weighted

Price ($) Number

Exercisable Weighted

$ 2.98 – 7.74 252,102 0.95 $ 6.15 252,102 $ 6.15

The stock option activity for the year ended December

31, 2024 and 2023 is as follows:

Outstanding at December 31, 2022

Expired or canceled

Outstanding at December 31, 2023

Expired or canceled

Outstanding at December 31, 2024

Stock-based compensation expense related to vested

options was $ 0 during both the years ended December 31, 2024 and 2023.

Stock options outstanding as of December 31, 2024, as disclosed

in the above table, have an intrinsic value of $ 119,748 .

The following table summarizes the changes in

warrants outstanding and the related prices for the shares of the Company’s common stock issued to the underwriter in conjunction

with the IPO at December 31, 2024:

Warrants Outstanding Warrants Exercisable

Exercise Price ($) Number

Outstanding Weighted

Contractual Life

(Years) Weighted

Price ($) Number

Exercisable Weighted

$ 11.70 103,500 4.1 $ 11.70 103,500 $ 11.70

The warrant activity for the year ended December

31, 2024 is as follows:

Outstanding at December 31, 2023

Expired or canceled

Outstanding at December 31, 2024

Stock warrants outstanding as of December 31, 2024, as disclosed in

the above table, have an intrinsic value of $ 0 .

Note 15 – Segments

Net sales attributed to customers in the United

States and foreign countries for the years ended December 31, 2024 and 2023 were as follows:

United States

Foreign countries

Foreign country sales primarily consist of sales

The Company’s net sales by product group

for the years ended December 31, 2024 and 2023 were as follows:

Nutraceuticals

Consumer Goods

(1) Net sales for any other product group of similar products are less than 10 % of consolidated

The Company’s net sales by major sales channel

for the years ended December 31, 2024 and 2023 were as follows:

The Company’s significant segment expenses

for the years ended December 31, 2024 and 2023 were as follows:

Retailer promotions

Freight and fulfillment

Online marketing

Salaries and benefits, marketing

Royalties and commissions

Other selling and marketing

Gain on payables

( 2,400,000 )

Salaries and benefits, non-marketing

Professional fees

Other general and administrative expenses

Long-lived assets (net) attributable to operations

in the United States and foreign countries as of December 31, 2024 and 2023 were as follows:

United States

Foreign countries

Note 16 – Subsequent Events

The Company evaluated its December 31, 2024 consolidated

financial statements for subsequent events through the date the consolidated financial statements were issued and concluded that except

as noted below, no subsequent events have occurred that would require adjustment or disclosure into the consolidated financial statements.

During January 2025, the Company received a short

term loan from a related party in the amount of $ 135,000 .

During February 2025, the Company entered

into an agreement with Cedar Advance LLC for a cash advance in the amount of $ 1,575,000 with a repayment amount of $ 1,764,000 if

paid in 30 days or $ 1,890,000 if paid in 60 days.

The Company received $ 1,496,250 after deducting $ 78,750 in fees.

The Company is

required to make weekly payments of $ 81,000 and has repaid $ 648,000 .

In conjunction with the loan the Company issued 30,360 shares

of common stock and recorded interest expense of $ 117,493 .

Subsequent to December 31, 2024, the Company has repaid $ 460,412 of

existing $ 3,020,824 March 24, 2024 Loan.

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

SYNERGY CHC CORP.

March 31, 2025

/s/ Jack Ross

Chief Executive Officer and Chairman

(Principal Executive Officer)

Pursuant to the requirements of the Securities

Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/ s / Jack Ross

Chief Executive Officer and Chairman

March 31, 2025

(Principal Executive Officer)

/ s / Jaime Fickett

Chief Financial Officer

March 31, 2025

Jaime Fickett

(Principal Financial and Accounting Officer)

/ s / Alfred Baumeler

March 31, 2025

Alfred Baumeler

March 31, 2025

/ s / Nitin Kaushal

March 31, 2025

Nitin Kaushal

/ s / Scott Woodburn

March 31, 2025

Scott Woodburn

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures