Item 5. Other Information
Item
5. Other Information.
(a)
None.
(b)
None.
(c)
During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
36
Item
6. Exhibits
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
No.
Description
of Exhibit
2.1
Agreement
and Plan of Merger, dated April 7, 2014, by and among Oro Capital Corporation, Synergy Merger Sub, Inc. and Synergy Strips Corp.
(incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June
28, 2024)
2.2
Asset
Purchase Agreement, dated January 16, 2015, by and among Synergy Strips Corp.; Factor Nutrition Labs, LLC; Vita Partners, LLC, RPR
Partners, LLC, and Thor Associates, Inc. (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-1, filed
by Synergy CHC Corp. with the SEC on June 28, 2024)
2.3
Asset
Purchase Agreement, dated June 26, 2015, by and between Neuragen Corp. and Knight Therapeutics, Inc. (incorporated by reference to
Exhibit 2.3 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
3.1
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. with the SEC on September 16, 2024)
3.2
Certificate
of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Synergy
CHC Corp. with the SEC on June 18, 2025)
3.3
Amended
and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp.
with the SEC on June 28, 2024)
4.1
Form
of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with
the SEC on June 12, 2025)
10.1 ¥
Credit
Agreement, dated as of May 30, 2025, by and among Synergy CHC Corp. as Borrower, each subsidiary of the Borrower listed as a Guarantor
therein, the lenders from time-to-time party thereto as Lenders and ACP Agency, LLC, as Collateral Agent and Administrative Agent
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 4,
2025)
10.2
Amendment
to Synergy CHC Corp. 2024 Equity Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 18, 2025)
31.1*
Rule 13a-14(a) Certification by Principal Executive Officer
31.2*
Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**
Section 1350 Certification of Principal Executive Officer
32.2**
Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension
Schema Document
101.CAL*
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension
Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted in iXBRL,
and included in exhibit 101)
*
Filed with this Report.
**
Furnished with this Report.
¥ Certain
schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5)
of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the
SEC on request.
37
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SYNERGY CHC CORP.
Date: August 14, 2025
By:
/s/ Jack
Ross
Name:
Jack Ross
Title:
Chief Executive Officer and Chairman
(Principal Executive Officer)
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.