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EX-31.2 - Synergy CHC Corp.ex31-2.htm
EX-31.1 - Synergy CHC Corp.ex31-1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

Commission file number: 000-55098

 

Synergy CHC Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   99-0379440

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

865 Spring St.

Westbrook, MA 04092

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: 615-939-9004

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.00001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ] No [X]

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [X] Smaller reporting company [X]
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.[  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]

 

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2019 was approximately $5.4 million based upon the closing price of the common stock as quoted by the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”)

 

As of April 7, 2020, there were 89,889,074 shares of the registrant’s common stock, par value $0.00001 per share, outstanding.

 

 

 

   
   

 

EXPLANATORY NOTE

 

On March 30, 2020 (the “Original Due Date”), Synergy CHC Corp. (the “Company”) filed a Current Report on Form 8-K, and is filing this Annual Report on Form 10-K (the “Annual Report”), in reliance on the Order of the Securities and Exchange Commission (the “SEC”), dated March 25, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934 modifying exemptions from the reporting and proxy delivery requirements for public companies (Release No. 34-88465).

 

The COVID-19 pandemic has required the Company’s management to focus their attention primarily on responding to the challenges presented by the pandemic, including closing its offices, ensuring continuous operations, and adjusting the Company’s operations to address changes in the consumer products industry. This has, in turn, impacted the Company’s ability to complete its audit and file this Annual Report by the Original Due Date.

 

In addition, as required by Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

 

Except as described above, this Amendment does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Furthermore, this Amendment does not change any previously reported financial results, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings with the SEC subsequent to the filing of the Original Form 10-K.

 

   
   

 

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

 

        Incorporated by Reference
Exhibit       (Unless Otherwise Indicated)
Number   Exhibit Title   Form   File   Exhibit   Filing Date
                     
31.1  

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)

  -   -   -   Filed herewith
                     
31.2  

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)

  -   -   -   Filed herewith

 

   
   

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SYNERGY CHC CORP.
     
Date: May 12, 2020 By: /s/ Jack Ross
    Chief Executive Officer

 

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ Jack Ross   Chief Executive Officer   May 12, 2020
Jack Ross   (principal executive officer)    
         
/s/ Stephen Fryer   Director   May 12, 2020
Stephen Fryer        
         
/s/ Paul SoRelle   Director   May 12, 2020
Paul SoRelle        
         
/s/ Gale Bensussen   Director   May 12, 2020
Gale Bensussen