Form 8-K

8-K — Synergy CHC Corp.

Accession: 0001213900-26-073126

Filed: 2026-06-29

Period: 2026-06-29

CIK: 0001562733

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0296309-8k_synergy.htm (Primary)

EX-10.1 — AMENDMENT NO. 3 TO SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN (ea029630901ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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2026-06-29

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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): June 29, 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.)

770

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

N/A

(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 (17 CFR §

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging

growth company ☐

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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

June 29, 2026, Synergy CHC Corp. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).

As further discussed below, at the Annual Meeting, the Company’s stockholders approved a proposal to amend (the “Amendment”)

the Synergy CHC Corp. 2024 Equity Incentive Plan (the “2024 Plan”) to (i) increase the aggregate number of shares of the

Company’s common stock, par value $0.00001 per share (“Common Stock”), available for issuance under the 2024 Plan to

150,000,000 shares of Common Stock and (ii) permit repricing of outstanding awards. There were no other changes to the 2024 Plan. The

board of directors of the Company had previously approved the Amendment on April 17, 2026.

The

summary of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text

of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The

disclosure set forth below in Item 5.07 of this Current Report on Form 8-K is incorporated by reference

into this Item 5.02.

Item

5.07. Submission of Matters to a Vote of Security Holders.

Summary

of Proposals Submitted to Stockholders

the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive

proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026:

Proposal 1:

The election

of five (5) directors, each to serve until the 2027 annual meeting of stockholders.

Proposal 2:

The ratification of the

appointment of RBSM LLP (“RBSM”) as the Company’s independent registered public accounting firm for the fiscal

year ending December 31, 2026.

Proposal 3:

The approval of an amendment

to the 2024 Plan to (i) increase the number of shares of Common Stock available for issuance under the 2024 Plan to 150,000,000 shares

and (ii) permit repricing of outstanding awards.

Proposal 4:

The approval of the full

issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant for purposes of complying with Nasdaq

Listing Rules 5635(b) and 5635(d).

Proposal 5:

The approval of one or

more reverse stock splits of our issued and outstanding shares of Common Stock at one or more specific ratios to be determined by

the Board, provided that the aggregate ratio of all such reverse stock splits does not exceed 1-for-200.

Voting

Results

April 24, 2026 (the “Record Date”), there were 14,899,883 shares of Common Stock outstanding and entitled to vote. Of the

14,899,883 votes that were eligible to be cast by the holders of Common Stock at the Annual Meeting, 9,808,119 votes, or approximately

65% of the total, were represented at the Annual Meeting virtually or by proxy, constituting a quorum. The number of votes cast for,

against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

Proposal

1: Election of Directors.

The

Company’s stockholders elected the following directors to serve until the 2027 annual meeting of stockholders. The votes regarding

the election of these directors were as follows:

Director Nominee

Votes For

Votes

Withheld

Broker

Non-Votes

Alfred Baumeler

7,184,954

466,393

2,156,772

Nitin Kaushal

7,176,292

475,055

2,156,772

Jack Ross

7,183,853

467,494

2,156,772

J. Paul SoRelle

7,183,937

467,410

2,156,772

Teresa Thompson

7,180,349

470,998

2,156,772

Proposal

2: Ratification of the Appointment of RBSM.

The

Company’s stockholders ratified the appointment of RBSM as the Company’s independent registered public accounting firm for

the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

9,808,117

472,432

13,197

Proposal

3: Proposed Amendment to the 2024 Plan.

The

Company’s stockholders approved the proposal to amend the 2024 Plan to (i) increase the number of shares of Common Stock available

for issuance under the 2024 Plan to 150,000,000 shares and (ii) permit repricing of outstanding awards. The votes regarding this proposal

were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

6,782,598

860,297

8,451

2,156,773

Proposal

4: Proposed Issuance of Shares of Common Stock.

The

Company’s stockholders approved the proposal regarding the full issuance of shares of common stock issuable by the Company upon

exercise of the Lender Warrant for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d). The votes regarding this proposal

were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

7,327,670

301,715

21,961

2,156,772

Proposal

5: Proposed Reverse Stock Split.

The

Company’s stockholders approved the proposal to approve one or more reverse stock splits of our issued and outstanding shares of

Common Stock at one or more specific ratios to be determined by the Board, provided that the aggregate ratio of all such reverse stock

splits does not exceed 1-for-200. The votes regarding this proposal were as follows:

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

8,827,762

969,208

11,148

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Amendment No. 3 to Synergy CHC Corp. 2024 Equity Incentive Plan

104

Cover Page Interactive

Data File (formatted in Inline XBRL).

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: June 29, 2026

SYNERGY CHC CORP.

By:

/s/ Jack

Ross

Name:

Jack

Ross

Title:

Chief Executive Officer

EX-10.1 — AMENDMENT NO. 3 TO SYNERGY CHC CORP. 2024 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029630901ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 3

SYNERGY CHC CORP.

2024 EQUITY INCENTIVE PLAN

WHEREAS, Synergy CHC

Corp. (the “Company”) previously established the 2024 Equity Incentive Plan of the Company (the “Plan”);

and

WHEREAS, Section 13(a)

of the Plan permits the Board of Directors of the Company to amend the Plan as set forth herein, subject to the approval of the Company’s

stockholders as required by applicable law;

WHEREAS, the Board of

Directors and the Company’s stockholders have approved this amendment as required by applicable law and the Company’s governing

documents.

NOW, THEREFORE, the

Plan is hereby amended, effective as of June 29, 2026, as follows:

1. Section 5(b) is hereby deleted and replaced with the following (the “Amendment”):

“Subject to Section 12 of

the Plan, the Committee is authorized to deliver under the Plan an aggregate of one hundred fifty million (150,000,000) shares of Common

Stock, all of which may be issued pursuant to the exercise of Incentive Stock Options.”

2. Section 13(a) is hereby amended by deleting the proviso beginning with “provided that (i) no amendment…”

in its entirety and replacing it with the following:

“provided that no such amendment,

alteration, suspension, discontinuation or termination shall be made without shareholder approval if such approval is necessary to comply

with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or

requirements of any securities exchange or inter-dealer quotation system on which the Common Stock may be listed or quoted);”

3. Section 13(b) is hereby amended by deleting the proviso beginning with “provided, further, that

without shareholder approval…” in its entirety and replacing it with the following:

“provided, further,

that the Committee may modify the purchase price or the Exercise Price of any outstanding Award, or cancel any Award in exchange for cash

or another Award, in each case without the approval of the Company’s shareholders.”

4. This Amendment shall be effective as of the date set forth above.

5. In all other respects, the Plan is hereby ratified and confirmed.

* * *

Approved by the Board of Directors:

April 17, 2026

Approved by the Stockholders:

June 29, 2026

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