Synergy CHC Corp.

Synergy CHC Corp. announced that Costco Wholesale Corporation will discontinue carrying its FOCUSfactor products. This decision is expected to have a material adverse effect on Synergy CHC's business, as Costco represented approximately 58% of the company's net revenue in fiscal year 2025. The company is currently evaluating financing and other strategic alternatives to address the impact.

Synergy CHC Corp. held its 2026 annual meeting of stockholders on June 29, 2026, where several key proposals were approved. Stockholders voted to approve a reverse stock split with an aggregate ratio not exceeding 1-for-200. Additionally, an amendment to the 2024 Equity Incentive Plan was approved, increasing the shares available for issuance to 150,000,000 and permitting repricing of outstanding awards. The meeting also saw the election of five directors, the ratification of RBSM LLP as the independent auditor, and the approval of the full issuance of shares for the Lender Warrant.

Synergy CHC Corp. received a notice from Nasdaq on May 15, 2026, indicating non-compliance with the minimum bid price requirement of $1.00 per share for continued listing. The company's common stock closing bid price has been below $1.00 for 30 consecutive business days. Synergy CHC Corp. has 180 calendar days, until November 11, 2026, to regain compliance by maintaining a bid price of at least $1.00 for 10 consecutive business days. The company plans to monitor its stock price and evaluate options to resolve the deficiency.

Synergy CHC Corp. filed an S-1 registration statement for the resale of up to 101,710,000 shares of common stock by Hudson Global Ventures, LLC, including 100 million ELOC Shares and 1.54 million Warrant Shares. While the company will not receive proceeds from the resale, it may receive up to $36 million from the Equity Purchase Agreement. For the year ended December 31, 2025, the company reported $30.4 million in revenue and a net loss of $12.3 million, a decline from the prior year's performance.

Synergy CHC Corp. reported a significant decline in its first quarter 2026 financial results, with revenue falling 32.8% to $5.49 million and a net loss of ($2.57) million, compared to net income of $0.88 million in the prior year. This was primarily due to the non-recurrence of $1.5 million in license revenue from 2025 and out-of-stock issues for its Flat Tummy brand. Despite the overall decline, the company highlighted strong growth in its functional beverage business, generating over $650,000 in revenue for the quarter and an estimated annual run rate exceeding $4 million. The company also raised approximately $2.7 million through an ATM equity offering subsequent to quarter-end.

Synergy CHC Corp. reported a net loss of $(2.57) million for Q1 2026, a significant decline from a net income of $0.88 million in Q1 2025, with total revenue decreasing by 32.8% to $5.49 million. The company also disclosed a working capital deficit of $(0.50) million and negative cash flow from operations. Despite these challenges, management believes it can continue as a going concern due to a lender amendment, employee layoffs, and recent equity financing activities, including an ATM program that raised $2.67 million post-quarter.

Synergy CHC Corp. entered into an equity purchase agreement with Hudson Global Ventures, LLC, granting the company the right to sell up to $36,000,000 of its common stock over a 24-month period. This agreement provides financial flexibility, allowing the company to direct the investor to purchase shares under specific conditions and pricing mechanisms. As consideration, Synergy CHC issued a warrant for 1,540,000 shares to the investor and agreed to cover $20,000 in legal expenses. The company also committed to filing a registration statement to facilitate the resale of these shares by the investor.

Synergy CHC Corp. announced its 2026 Annual Meeting of Stockholders to be held virtually on June 29, 2026. Stockholders will vote on several key proposals, including the election of five directors and the ratification of RBSM LLP as the independent auditor. Significant proposals also include an amendment to the 2024 Equity Incentive Plan to increase authorized shares to 150,000,000 and permit award repricing, approval for the full issuance of shares upon exercise of the Lender Warrant for Nasdaq compliance, and the authorization of a reverse stock split at an aggregate ratio of up to 1-for-200.