Form 8-K

8-K — Synergy CHC Corp.

Accession: 0001213900-26-056244

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001562733

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d) of the

Securities Exchange

Act of 1934

Date of Report (Date of

earliest event reported): May 14, 2026

SYNERGY CHC CORP.

(Exact name of registrant

as specified in its charter)

Nevada

001-42374

99-0379440

(State or Other Jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

Identification No.)

700 Roosevelt Trail STE 8 #1016, N. Windham, Maine

04062

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone

number, including area code: (207) 321-2350

865 Spring Street,

Westbrook, Maine 04092

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

SNYR

The Nasdaq Stock Market LLC

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On May 14, 2026, Synergy CHC

Corp. issued a press release announcing its financial and operating results for the quarter ended March 31, 2026. A copy of the press

release is furnished herewith as Exhibit 99.1.

The information in Item 2.02

of this Current Report on Form 8-K and the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

‌

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release, dated May 14, 2026

104

Cover Page Interactive Data File (embedded within the

inline XBRL document)

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 hereunto duly authorized.

Date: May 14, 2026

SYNERGY CHC CORP.

By:

/s/ Jack Ross

Name:

Jack Ross

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED MAY 14, 2026

EX-99.1

Filename: ea029076501ex99-1.htm · Sequence: 2

Exhibit 99.1

Synergy CHC Corp. Reports First Quarter 2026

Financial Results

N. WINDHAM, Maine, May 14, 2026 –

Synergy CHC Corp. (NASDAQ: SNYR) (“Synergy” or the “Company”), a consumer health and wellness company, is announcing

its financial results for the three months ended March 31, 2026.

“Our first quarter results reflect continued

execution and the growing momentum of our functional beverage business,” said Jack Ross, CEO of Synergy CHC Corp. “During

the quarter, we generated over $650,000 in functional beverage revenue, exceeding our total beverage revenue for all of 2025. This performance

reflects the success of our expanding retail and distribution partnerships across the U.S., supported by healthy sell-through that is

already driving increased reorder activity. Reflecting this momentum, our beverage division is operating at an estimated annual run rate

exceeding $4 million. With this foundation in place and continued expansion of our distribution footprint underway, we believe we are

well-positioned to capture the significant growth opportunities emerging within the functional beverage sector. With solid early-year

momentum and a clear strategic path, we expect 2026 to be a year of sustainable growth and value creation for our shareholders.”

First Quarter 2026 Financial Summary vs. Same

Year-Ago Period

● Revenue of $5.49 million vs. $8.17 million.

● Gross margin of 72.3% vs. 75.4%.

● Income (loss) from operations of ($0.57) million

vs. $1.95 million.

● Net income (loss) of ($2.57) million vs. $0.88

million.

● Earnings (loss) per share of ($0.23) vs. $0.10.

● EBITDA (loss), a non-GAAP financial measure,

was ($0.54) million vs. $1.98 million.

● Adjusted EBITDA (loss), a non-GAAP financial

measure, was ($0.35) million vs. $1.98 million.

First Quarter 2026 Financial Results

Revenue in the first quarter of 2026 was $5.49

million compared to $8.17 million in the first quarter of 2025, due to license revenue of $1.5 million in 2025 that did not repeat in

2026 and out-of-stock dynamics for several key online items in our Flat Tummy brand, which impacted online sales. This was partially offset

by strong performance in beverages, which delivered significantly higher revenue compared to the prior year period.

Gross margin in the first quarter of 2026 was

72.3% compared to 75.4% in the first quarter of 2025. Excluding license revenue from the first quarter of 2025, normalized gross margin

for that period was 70.0%, a 2.3% improvement year-over-year.

Operating expenses in the first quarter of 2026

were $4.54 million compared to $4.22 million in the first quarter of 2025, reflecting higher overhead associated with the expansion of

the beverage business.

Income (loss) from operations for the first quarter

of 2026 was ($0.57) million compared to $1.95 million in the first quarter of 2025, which is largely due to the license revenue of $1.5

million in 2025 that did not repeat in 2026 and increased overhead costs.

Net income (loss) in the first quarter of 2026

was ($2.57) million compared to net income of $0.88 million in the first quarter of 2025.

Earnings (loss) per share in the first quarter

of 2026 was ($0.23) compared to $0.10 in the first quarter of 2025.

EBITDA (loss) (a non-GAAP financial measure) in

the first quarter of 2026 was ($0.54) million compared to $1.98 million in the first quarter of 2025.

Adjusted EBITDA (loss) (a non-GAAP financial measure)

in the first quarter of 2026 was ($0.35) million compared to $1.98 million in the first quarter of 2025.

Balance Sheet and Cash Flow

As of March 31, 2026, Synergy had approximately

$0.30 million in cash and cash equivalents, compared to $2.6 million in cash and cash equivalents as of December 31, 2025. Subsequent

to quarter-end, Synergy raised approximately $2.7 million in gross proceeds through its at-the-market (ATM) equity offering program.

As of March 31, 2026, Synergy had a working capital

deficit of $0.50 million, compared to a $1.78 million working capital surplus as of December 31, 2025.

As of March 31, 2026, Synergy had $3.4 million

in inventory, compared to $3.7 million in inventory as of December 31, 2025.

Cash used in operating activities for the three

months ended March 31, 2026 was $2.0 million compared to cash used in operating activities of $0.82 million for the three months ended

March 31, 2025.

Non-GAAP Financial Measure Reconciliation:

EBITDA and Adjusted EBITDA

To assist financial statement users in an assessment

of our historical performance, the Company discloses non-GAAP financial measures in press releases and on investor conference calls and

related events, as the Company believes that the non-GAAP information enhances investors’ overall understanding of our financial performance,

and should be read in addition to, rather than instead of, the financial statements prepared in accordance with GAAP.

Management believes EBITDA and Adjusted EBITDA

provide useful information to investors by excluding certain items that may not be indicative of the Company’s core operating results

and that can vary significantly between periods. EBITDA is defined as net income plus interest expense, income tax expense, depreciation

and amortization. Adjusted EBITDA is calculated as EBITDA plus or minus foreign exchange gains or losses, one-time expenses and non-cash

expenses. Since Adjusted EBITDA is a non-GAAP financial performance measure, the Company’s calculation of Adjusted EBITDA may not

be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or

superior to measures of financial performance prepared in accordance with GAAP.

The following table reconciles net income to EBITDA

and Adjusted EBITDA (in millions of US dollars):

3 Months ended March 31

2026

2025

Net (loss) income for the period

$ (2.57 )

$ 0.88

Adjusted for:

Interest expense, net

2.01

1.08

Amortization of intangible assets

0.03

Tax benefit

(0.01 )

EBITDA

$ (0.54 )

$ 1.98

Foreign currency adjustment

(0.00 )

0.00

Stock based compensation

0.16

Board expenses

0.03

Adjusted EBITDA

$ (0.35 )

$ 1.98

About Synergy CHC Corp.

Synergy CHC Corp. develops and markets consumer

health and wellness products, led by its flagship brands FOCUSfactor® and Flat Tummy®. FOCUSfactor®,

a clinically studied brain health supplement and functional beverage line with a 25-year legacy, enjoys established distribution in the

U.S., Canada and Mexico, through major retailers including Costco, Walmart, Amazon, BJ’s, and Walgreens, among others. Flat Tummy® complements

Synergy’s portfolio as a lifestyle brand focused on women’s wellness and weight management.

Forward Looking Statements

Certain statements contained in this press

release constitute “forward-looking statements,” including statements regarding brand expansion and growth initiatives. These

forward-looking statements represent Synergy’s expectations or beliefs concerning future events, and it is possible that the results described

in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, which

are set forth in Synergy’s registration statement on Form S-1, as amended, many of which are outside of Synergy’s control, that could

cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as

of the date on which it is made, and, except as required by law, Synergy does not undertake any obligation to update or revise any forward-looking

statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible

for Synergy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and

other cautionary statements in Synergy’s filings with the SEC. The risk factors and other factors noted in Synergy’s filings could

cause its actual results to differ materially from those contained in any forward-looking statement.

Investor Relations

Gateway Group

Cody Slach, Greg Robles

949.574.3860

SNYR@gateway-grp.com

Synergy CHC Corp.

Condensed Consolidated Balance Sheets

March 31,

2026

December 31,

2025

(unaudited)

Assets

Current Assets

Cash and cash equivalents

$ 292,115

$ 2,622,313

Restricted cash

100,000

Accounts receivable, net

1,268,022

3,203,505

Prepaid expenses (including related party amount of $652,270 and $110,803, respectively)

1,303,173

351,049

Inventory, net

3,381,614

3,737,509

Total Current Assets

6,344,924

10,014,376

Intangible assets, net

116,667

150,000

Total Assets

$ 6,461,591

$ 10,164,376

Liabilities and Stockholders’ Deficit

Current Liabilities:

Accounts payable and accrued liabilities (including payable to shareholder of $193,641 and $197,512, respectively)

$ 4,031,994

$ 6,388,219

Income taxes payable

85,811

88,108

Contract liabilities

1,526

Short term loans payable, net of debt discount, related party

100,000

Current portion of notes payable, net of debt discount

2,730,981

1,658,215

Total Current Liabilities

6,848,786

8,236,068

Long-term Liabilities:

Notes payable, net of debt discount

25,018,055

25,056,446

Total long-term liabilities

25,018,055

25,056,446

Total Liabilities

31,866,841

33,292,514

Commitments and contingencies

Stockholders’ Deficit:

Common stock, $0.00001 par value; 300,000,000 shares authorized; 11,483,926 shares issued; 11,303,853 outstanding

114

Additional paid in capital

33,710,857

33,594,550

Common stock to be issued

153,400

Accumulated other comprehensive loss

(132,201 )

(154,281 )

Accumulated deficit

(59,009,920 )

(56,441,021 )

Less: Treasury stock (180,073 shares) at cost

(127,500 )

Total stockholders’ deficit

(25,405,250 )

(23,128,138 )

Total Liabilities and Stockholders’ Deficit

$ 6,461,591

$ 10,164,376

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of

Operations and Comprehensive (Loss) Income

For the three months ended

March 31,

2026

March 31,

2025

Revenue

Product Sales

$ 5,492,705

$ 6,670,534

License Revenue

1,500,000

Total Revenue

5,492,705

8,170,534

Cost of Sales

1,521,910

2,006,513

Gross Profit

3,970,795

6,164,021

Operating expenses

Selling and marketing

2,455,732

2,876,271

General and administrative

2,048,850

1,306,714

Depreciation and amortization

33,333

Total operating expenses

4,537,915

4,216,318

(Loss) Income from operations

(567,120 )

1,947,703

Other (income) expenses

Interest income

(340 )

(13,882 )

Interest expense

2,012,121

1,095,369

Remeasurement loss on translation of foreign subsidiary

3,718

1,412

Total other expenses

2,015,499

1,082,899

Net (loss) income before income taxes

(2,582,619 )

864,804

Income tax benefit

13,720

11,460

Net (loss) income after tax

$ (2,568,899 )

$ 876,264

Net (loss) income per share – basic

$ (0.23 )

$ 0.10

Net (loss) income per share – diluted

$ (0.23 )

$ 0.10

Weighted average common shares outstanding

Basic

11,303,853

8,560,636

Diluted

11,303,853

8,577,620

Comprehensive (loss) income:

Net (loss) income

$ (2,568,899 )

$ 876,264

Foreign currency translation adjustment

22,080

(1,935 )

Comprehensive (loss) income

$ (2,546,819 )

$ 874,329

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of

Cash Flows

For the three months ended

March 31,

2026

March 31,

2025

Cash Flows from Operating Activities

Net (loss) income

$ (2,568,899 )

$ 876,264

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Amortization of debt discount and debt issuance cost

951,942

406,841

Depreciation and amortization

33,333

Stock based compensation

116,307

Foreign currency transaction loss (gain)

2,684

(3,137 )

Remeasurement loss (gain) on translation of foreign subsidiary

3,718

(1,412 )

Changes in operating assets and liabilities:

Accounts receivable

1,935,483

940,519

Other receivables

144,637

Loan receivable, related party

(833 )

Inventory

355,895

(629,935 )

Prepaid expenses

(410,657 )

(114,787 )

Prepaid expense, related party

(541,467 )

(195,913 )

Income taxes payable

(2,297 )

(165,413 )

Contract liabilities

(1,526 )

(24,216 )

Accounts payable and accrued liabilities

(1,915,323 )

(2,218,041 )

Accounts payable, related party

(3,871 )

129,312

Net cash used in operating activities

(2,044,678 )

(822,781 )

Cash Flows from Investing Activities

Cash Flows from Financing Activities

Advances from related party

135,000

Repayment of notes payable, related party

(100,000 )

Proceeds from notes payable

2,660,000

1,496,250

Payment of loan financing fees

(55,000 )

Repayment of notes payable

(2,812,600 )

(1,316,572 )

Net cash (used in) provided by financing activities

(307,600 )

314,678

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

22,080

(1,935 )

Net decrease in cash, cash equivalents and restricted cash

(2,330,198 )

(510,038 )

Cash and restricted cash, beginning of year

2,722,313

787,920

Cash and restricted cash, end of period

$ 392,115

$ 277,882

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:

Interest

$ 392,846

$ 573,529

Income taxes

$ -

Supplemental Disclosure of Noncash Investing and Financing Activities:

Issuance of common stock for accounts receivable advance financing

$ -

$ 117,648

Loan financing fees, accrued

$ 110,000

$ -

Capitalized interest on senior debt

$ 400,033

$ -

Common stock to be issued for accounts receivable advance financing

$ 153,400

$ -

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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dei_SolicitingMaterial

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Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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