What changed in this filing

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Item 1. Business

2020-04-29 compared with 2019-03-29 · 75 added, 57 removed, 86 unchanged (61% of the section changed)

17 unchanged sentences

On August 5, 2015, we changed the name to “Synergy CHC Corp.”

Effective January

1, 2019, the Company’s U.S.

January 1, 2019, the Company’s U.S.

subsidiaries, Neuragen Corp., Sneaky Vaunt Corp., The Queen Pegasus Corp.

and Breakthrough Products

Inc., merged with and into the Company.

and Breakthrough

Products Inc., merged with and into the Company.

Fiscal Year Developments

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of the Business

is sold at America’s leading retailers such as Costco, Sam’s Club, BJ’s, Walmart, Amazon.com, Walgreens,

CVS, The Vitamin Shoppe and online at www.focusfactor.com.

FOCUSfactor is a brain-health nutritional supplement that includes

a proprietary blend of brain supporting vitamins, minerals, antioxidants and other nutrients.

In December 2012, the United

States Patent and Trademark Office issued US Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for

enhanced mental function.”

The issuance of the patent marked one of the few times a patent has been issued for a

nationally branded nutritional supplement.

FOCUSfactor is clinically tested with results demonstrating improvements in focus,

concentration and memory in healthy adults.

FOCUSfactor is a material product to our revenue base, representing 55% of

Tummy Tea is a uniquely formulated two-step herbal detox tea that works to naturally help speed metabolism, boost energy and reduce

Flat Tummy Tea is sold online at www.flattummyco.com , Amazon.com, CVS and at The Vitamin Shoppe.

Flat Tummy Tea

is sold at America’s leading retailers such as Costco, Walmart, Amazon.com, Walgreens, CVS, The Vitamin Shoppe and online

at www.focusfactor.com.

FOCUSfactor is a brain-health nutritional supplement that includes a proprietary blend of brain supporting

vitamins, minerals, antioxidants and other nutrients.

In December 2012, the United States Patent and Trademark Office issued US

Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.”

of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement.

is clinically tested with results demonstrating improvements in focus, concentration and memory in healthy adults.

is a material product to our revenue base, representing 64% of revenue.

Flat Tummy brand consists of multiple products and accessories including tea, shakes, lollipops, supplements, apparel, a mobile

App and exercise accessories.

Flat Tummy products are sold online at www.flattummyco.com , Amazon.com, CVS and at The Vitamin

The Flat Tummy brand is a material product to our revenue base, representing 32% of revenue.

MD is the world’s first anti-aging skincare line formulated specifically for the hands.

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Sneaky Vaunt is sold online at www.sneakyvaunt.com and Amazon.com.

Queen Pegasus is a two-step eyelash elixir kit for longer and fuller looking natural eyelashes.

The Queen Pegasus is sold

online at www.thequeenpegasus.com and Amazon.com.

Beauty is a line of cosmetics that merges advanced skincare formulations with color.

Per-fekt Beauty products are sold online

at www.perfektbeauty.com and Amazon.com.

Fuel is a line of nootropic supplements designed to enhance brain function.

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by Dongguan Jingrui.

The Queen Pegasus is manufactured by Skin Actives and Ningbo Beautiful Day Cosmetics.

Commercialization

are highly dependent on two retailers for the sale of our retail products:

Costco Wholesale Corporation and Sam’s

West, Inc./Walmart (a/k/a Sam’s Club), which comprise 65% of our net revenue for retail sales of our products.

We intend to diversify our sales network and generate revenue by selling our consumer-ready products to retailers across North

America, which retailers may then sell to end consumers through retail distribution channels.

We also sell direct to wholesalers

and distributors at a reduced cost as a means to grow our revenue base quickly and to penetrate the market more effectively.

Costco Wholesale Corporation and Sam’s West,

Inc./Walmart (a/k/a Sam’s Club), which comprise 78% of our net revenue for retail sales of our products.

to diversify our sales network and generate revenue by selling our consumer-ready products to retailers across North America,

which retailers may then sell to end consumers through retail distribution channels.

We also sell direct to wholesalers and distributors

at a reduced cost as a means to grow our revenue base quickly and to penetrate the market more effectively.

success depends in part upon our ability to protect our core technology and intellectual property.

6 unchanged sentences

formulation “for enhanced mental function.”

The issuance of the patent marked one of the few times a patent has been

issued for a nationally branded nutritional supplement.

The issuance of the patent for FOCUSfactor came after a 2011 clinical

study report which showed that FOCUSfactor improved memory, concentration and focus in healthy adults participating in the study.

The clinical study of FOCUSfactor was sponsored by Factor Nutrition Labs, the owner of the Focus Factor Business at the time,

and was conducted by Cognitive Research Corporation, a full-service contract research organization that specializes in the effects

of nutritional supplements and pharmaceutical products on human cognition.

The study was conducted in compliance with all applicable

country requirements for the conduct of clinical studies, including those outlined by the International Conference on Harmonization,

Consolidated Guidelines on Good Clinical Practices, and the Food and Drug Administration.

The issuance of the patent marked one of the few times a patent

has been issued for a nationally branded nutritional supplement.

The issuance of the patent for FOCUSfactor came after a 2011

clinical study report which showed that FOCUSfactor improved memory, concentration and focus in healthy adults participating in

The clinical study of FOCUSfactor was sponsored by Factor Nutrition Labs, the owner of the Focus Factor Business at

the time, and was conducted by Cognitive Research Corporation, a full-service contract research organization that specializes

in the effects of nutritional supplements and pharmaceutical products on human cognition.

The study was conducted in compliance

with all applicable country requirements for the conduct of clinical studies, including those outlined by the International Conference

on Harmonization, Consolidated Guidelines on Good Clinical Practices, and the Food and Drug Administration.

In addition to

this intellectual property, we also rely on our proprietary knowledge and ongoing technological innovation to develop a competitive

position in the market for our products.

Each of these patents, patent applications, and know-how are integral to the conduct

of our business, the loss of any of which could have a material adverse effect on our business.

and Marketing

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to North America.

Although there are many

competing products on the market, in all our current product categories, FOCUSfactor is the only product in its category

with both a patent and clinical study to support its claims.

FOCUSfactor’s competitors include a wide range of products,

from targeted brain-enhancement supplements to indirect competitors such as energy drinks that claim to improve concentration.

there are many competing products on the market, in all our current product categories, FOCUSfactor is the only product in its

category with both a patent and clinical study to support its claims.

FOCUSfactor’s competitors include a wide range of

products, from targeted brain-enhancement supplements to indirect competitors such as energy drinks that claim to improve concentration.

products that we sell, and those that we are developing for future sale, may be subject to U.S.

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labeling and warnings on the packaging.

We will rely on legal

and operational compliance programs, as well as local counsel, to guide our compliance with applicable laws and regulations

of the jurisdictions in which we do business.

We do not anticipate,

at this time, that the cost of compliance with U.S.

and foreign laws will have a material financial impact on operations, business

or financial condition.

will rely on legal and operational compliance programs, as well as local counsel, to guide our compliance with applicable laws

and regulations of the jurisdictions in which we do business.

do not anticipate, at this time, that the cost of compliance with U.S.

and foreign laws will have a material financial impact

on operations, business or financial condition.

There are, however, no guarantees that new regulatory and tariff legislation will

not have a material negative effect on our business in the future.

of March 27, 2019, we had 42 full-time employees and 1 part-time employee.

We intend to grow our employee base in response

to the demands and requirements of the business.

As of April 13,

2020, we had 36 full-time employees.

We intend to grow our employee base in response to the demands and requirements of the

We believe that the employer-employee relationships in our Company are positive.

We have no labor union contracts.

Impact of COVID-19

outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and

is impacting worldwide economic activity.

A pandemic, including COVID-19, or other public health epidemic poses the risk that

the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at full capacity

for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested

or mandated by governmental authorities.

While it is not possible at this time to estimate the impact that COVID-19 could have

on the Company’s business, the continued spread of COVID-19 and the measures taken by the governments of countries affected

and in which the Company operates could disrupt the operation of the Company’s business.

The COVID-19 outbreak and mitigation

measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company’s

business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all.

In addition, the Company may take temporary precautionary measures intended to help minimize the risk of the virus to its employees,

including temporarily requiring all employees to work remotely, and discouraging employee attendance at in-person work-related

meetings, which could negatively affect the Company’s business.

The extent to which the COVID-19 outbreak impacts the Company’s

results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may

emerge concerning the severity of the virus and the actions to contain its impact.

website address is https://synergychc.com/.

We do not intend our website address to be an active link or to otherwise incorporate

by reference the contents of the website into this Report.

Securities and Exchange Commission (the “SEC”)

maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information

regarding issuers that file electronically with the SEC.

RISK FACTORS.

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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 1. Business