WESTBROOK, Maine, Oct. 22, 2025 (GLOBE NEWSWIRE) -- Synergy CHC Corp. (NASDAQ: SNYR), a leading consumer health and wellness company, today announced a series of major retail authorizations and distribution partnerships across the United States, Canada, and international markets. The expansion marks a pivotal step in scaling FOCUSfactor® supplements and FOCUSfactor® Focus + Energy functional beverages, aligning with growing consumer demand for clean energy drinks, brain health products, and cognitive perfor ...

WESTBROOK, Maine, Oct. 20, 2025 (GLOBE NEWSWIRE) -- Synergy CHC Corp. (NASDAQ: SNYR), a leading consumer health and wellness company, today announced a strategic distribution partnership with Atlantic Importing Company, one of Southern New England’s top multi-category distributors. The agreement will expand retail availability of FOCUSfactor® Focus + Energy functional beverages and brain-health energy shots across Massachusetts, Connecticut, and Rhode Island, marking a significant milestone in Synergy’s mis ...

Leadership Changes - Scott Woodburn has been appointed as Head of Strategic Partnerships to drive the expansion of Synergy's functional beverages, resigning from the Board [1][2] - Teresa Thompson has been appointed to the Board of Directors, bringing nearly 40 years of retail expertise, particularly in vitamins and supplements [1][3] Expertise and Experience - Woodburn has over 30 years of executive leadership experience in the beverage and consumer goods industries, including roles at Coca-Cola and Fuling USA, and is expected to accelerate Synergy's beverage innovation [2][3] - Thompson's experience includes 29 years as a Pharmacy OTC Buyer at Costco, where she managed the vitamins and supplements categories, enhancing vendor relationships and product assortments [3][4] Strategic Focus - The company is focusing on the functional beverage market with the launch of FOCUSfactor Energy Drinks, which contain B-vitamins and nootropics aimed at enhancing mental clarity and clean energy [4][5] - FOCUSfactor is already established in major retailers across the U.S., Canada, and the U.K., and the company aims to expand its reach in wellness and functional nutrition [4][5] Market Potential - The global energy and wellness drinks market is valued at over $100 billion, presenting significant growth opportunities for Synergy [2][3] - The company is gaining momentum and aims for scalable, long-term growth in the functional beverage sector [5]

Core Insights - Synergy CHC Corp. has announced a strategic distribution partnership with AlaBev to enhance the retail availability of its FOCUSfactor® product line in Alabama [1][4] - The partnership aims to leverage AlaBev's extensive distribution network to reach over 5,000 retail locations, making FOCUSfactor products more accessible to consumers [2][6] Company Overview - Synergy CHC Corp. specializes in consumer health and wellness products, with FOCUSfactor being a clinically studied brain health supplement and functional beverage line [8] - The company has established distribution channels in the U.S., Canada, and the U.K., partnering with major retailers such as Costco, Walmart, and Amazon [8] Distribution Partnership - AlaBev, with nearly 120 years of experience, will distribute FOCUSfactor products, enhancing Synergy's market penetration in the Southeast [3][5] - The partnership is expected to drive brand awareness and sales growth, aligning with the increasing consumer demand for functional beverages [4][6] Market Trends - Functional beverages are outpacing traditional energy drinks, driven by consumer interest in nootropic ingredients and cognitive health support [4] - The collaboration with AlaBev is part of Synergy's broader strategy to expand its functional beverage business through regional partnerships [6][7] Future Outlook - The company anticipates announcing additional retail partnerships and distribution deals in the near future, indicating ongoing growth and market expansion [7]

Group 1 - Synergy CHC Corp. closed an underwritten public offering of 1,750,000 shares at a price of $2.50 per share, raising gross proceeds of $4.375 million before expenses [1] - The company granted underwriters a 45-day option to purchase an additional 262,500 shares at the public offering price [1] - The underwriter received warrants to purchase up to 52,500 shares, which can increase to 60,375 if the over-allotment is exercised, with specific expiration tranches [2] Group 2 - Bancroft Capital, LLC served as the sole book-running manager for the offering, with legal representation from Lucosky Brookman LLP [3] - Synergy CHC Corp. is known for its consumer health and wellness products, including flagship brands FOCUSfactor and Flat Tummy, with established distribution in major retailers [6] - FOCUSfactor is a clinically studied brain health supplement with a 25-year legacy, and the brand is expanding into new markets [6]

Core Viewpoint - Synergy CHC Corp. has announced a public offering of 1,750,000 shares at a price of $2.50 per share, aiming for gross proceeds of $4.375 million before expenses [1] Group 1: Offering Details - The offering includes a 45-day option for underwriters to purchase an additional 262,500 shares at the same public offering price [1] - The expected closing date for the offering is August 27, 2025, pending customary closing conditions [1] - The company will issue warrants to the underwriter for the purchase of up to 52,500 shares, which can increase to 60,375 shares if the over-allotment is exercised [3] Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for working capital and other general corporate purposes [2] Group 3: Company Overview - Synergy CHC Corp. specializes in consumer health and wellness products, with flagship brands including FOCUSfactor® and Flat Tummy® [7] - FOCUSfactor® is a clinically studied brain health supplement with a 25-year legacy, distributed in major retailers across the U.S., Canada, and the U.K. [7] - The company is experiencing growth and expanding into new markets, with recent retail successes expected to drive gains in late 2025 [7]

Company Overview - Synergy CHC Corp. is a leading consumer health and wellness company known for its flagship brands FOCUSfactor and Flat Tummy [6] - FOCUSfactor is a clinically studied brain health supplement with a 25-year legacy, distributed in the U.S., Canada, and the U.K. through major retailers like Costco, Walmart, Amazon, BJ's, and Walgreens [6] - The company is experiencing growth by penetrating new markets and has secured recent retail wins across various channels, which are expected to drive gains in late 2025 [6] Conference Participation - Synergy is confirmed to present at the 2025 Annual Gateway Conference on September 4 at 9:30 a.m. Pacific Time [1][2] - The presentation will be webcast live, and Synergy executives will be available for one-on-one meetings throughout the conference [2] Gateway Conference Details - The Gateway Conference connects growth-stage companies with prospective investors, analysts, and partners [3] - Attendees will have access to presentations and one-on-one meetings with senior executives from over 75 private and public companies across various sectors [4]

Core Insights - Synergy CHC Corp. has secured a significant retail distribution partnership with EG America, the sixth largest convenience store chain in the U.S., to expand its FOCUSfactor Focus + Energy beverage line [1][2][3] - The partnership will enhance FOCUSfactor's presence in the rapidly growing functional beverage market, leveraging EG America's extensive network of over 1,600 locations [2][3] - This collaboration aligns with Synergy's strategy to broaden its beverage business across various retail channels, anticipating further retail and distribution gains in the near future [3][4] Company Overview - Synergy CHC Corp. specializes in developing and marketing consumer health and wellness products, with flagship brands including FOCUSfactor and Flat Tummy [4] - FOCUSfactor is a clinically studied brain health supplement and functional beverage with a 25-year legacy, already established in major retailers across the U.S., Canada, and the U.K. [4] - The company is experiencing growth by penetrating new markets and expanding its distribution across mass, grocery, pharmacy, convenience, and wholesale channels [4] Industry Trends - The brain health category is becoming mainstream, driven by increasing consumer interest in memory, focus, and cognitive performance [5] - Functional beverages represent one of the fastest-growing segments in the beverage industry, combining health benefits with flavor and refreshment [5]

Financial Data and Key Metrics Changes - The company reported net revenue of $8.1 million for Q2 2025, a 1% increase from $8 million in the same quarter last year [12] - Gross margin improved to 76.7% from 69.5% year-over-year, primarily driven by license revenue [12] - Net income surged to $1.47 million, a 125% increase compared to $655,000 in the prior year [13] - Earnings per share rose to $0.17 per diluted share, an 86% increase from $0.09 per diluted share in the previous year [14] - EBITDA for the quarter was $3.8 million, up 136% from $1.61 million in Q2 2024 [14] Business Line Data and Key Metrics Changes - The company generated $1.4 million in license fee revenue during the quarter, contributing to overall revenue growth [12] - The functional beverage business is gaining momentum, with significant distribution wins, including national item authorization from Core Mark [8][9] - The RTD (Ready-to-Drink) business saw a notable increase in sales on Amazon, reaching $148,000 in the quarter, up from $41,000 in the previous quarter [20][24] Market Data and Key Metrics Changes - The company expanded its international presence with licensing agreements in Turkey and the UAE, expecting revenue generation from these markets by year-end [6] - A new wholly owned subsidiary in Mexico is set to ship products to Costco and Walmart Mexico by late Q3 or early Q4 2025 [7] Company Strategy and Development Direction - The company is focused on international expansion and strategic partnerships to enter high-potential markets without establishing a direct footprint [6] - A new leadership team has been assembled to drive the beverage strategy and growth, indicating a commitment to scaling operations effectively [8] - The company completed a $20 million debt refinancing, improving financial flexibility and aligning capital structure with long-term growth strategies [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's operational discipline and execution, marking the tenth consecutive quarter of profitability [5] - The leadership team anticipates accelerating momentum in the second half of the year, driven by strong retail partnerships and product distribution [10] Other Important Information - The company reported a working capital surplus of $12.4 million as of June 30, 2025, compared to a deficit of $1.12 million at the end of 2024 [15] - Cash and cash equivalents increased to $1.5 million from $687,900 at the end of 2024, reflecting improved liquidity [14] Q&A Session Summary Question: Revenue from RTD products - Management indicated that most revenue from RTD products is still to come, but Amazon sales improved significantly to $148,000 this quarter [20][24] Question: Retailers carrying RTD products - Management confirmed multiple retailers in Canada are currently carrying the product, but a detailed list was not provided [22] Question: Licensing revenue structure - Licensing revenue is expected to grow slowly, with management discussing ongoing talks with other groups in different countries [26] Question: Unusual expenses in the quarter - Management noted higher professional fees and legal expenses due to public company costs, but these are expected to persist [28] Question: Revenue from Mexico operations - Revenue from the new subsidiary in Mexico will be recognized as revenue, as the company will have its own sales teams there [30] Question: Flat tummy revenue - Management reported that flat tummy revenue remains steady with no new updates [31]

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Synergy CHC Corp.'s unaudited condensed interim financial statements for Q2 2025 and 2024, prepared under US GAAP [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights | Metric | June 30, 2025 ($) | December 31, 2024 ($) | Change (vs. Dec 31, 2024) ($) | | :-------------------------------- | :-------------- | :---------------- | :-------------------------- | | Cash and cash equivalents | $1,458,561 | $687,920 | +$770,641 | | Accounts receivable, net | $7,069,889 | $5,321,037 | +$1,748,852 | | Inventory, net | $2,364,158 | $1,716,552 | +$647,606 | | Total Current Assets | $19,509,679 | $16,059,768 | +$3,449,911 | | Total Assets | $19,726,346 | $16,343,101 | +$3,383,245 | | Short term loans payable, net | $1,894,857 | $7,725,272 | -$5,830,415 | | Total Current Liabilities | $7,126,547 | $17,184,369 | -$10,057,822 | | Notes payable, long-term | $24,978,999 | $7,457,022 | +$17,521,977 | | Total Liabilities | $32,105,546 | $32,974,444 | -$868,898 | | Total Stockholders' Deficit | $(12,379,200) | $(16,631,343) | +$4,252,143 | [Unaudited Condensed Consolidated Statements of Income and Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Income Statement Highlights (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :----------------- | :------------ | :------------ | :----------- | | Product Sales | $6,734,996 | $8,024,840 | -16.08 | | License Revenue | $1,400,000 | - | N/A | | Total Revenue | $8,134,996 | $8,024,840 | +1.37 | | Gross profit | $6,238,605 | $5,575,950 | +11.89 | | Operating expenses | $4,614,870 | $3,992,358 | +15.59 | | Net income after tax | $1,473,237 | $655,186 | +124.86 | | Net income per share – basic | $0.17 | $0.09 | +88.89 | Income Statement Highlights (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :----------------- | :------------- | :------------- | :----------- | | Product Sales | $13,405,530 | $17,436,703 | -23.12 | | License Revenue | $2,900,000 | - | N/A | | Total Revenue | $16,305,530 | $17,436,703 | -6.59 | | Gross profit | $12,402,626 | $12,350,674 | +0.42 | | Operating expenses | $8,831,188 | $8,958,753 | -1.42 | | Net income after tax | $2,349,501 | $1,235,716 | +90.14 | | Net income per share – basic | $0.27 | $0.17 | +58.82 | [Unaudited Condensed Consolidated Statement of Stockholders' Deficit](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Stockholders%27%20Deficit) Stockholders' Deficit Changes (Six Months Ended June 30, 2025) | Item | Amount ($) | | :---------------------------------------------------------------- | :----------- | | Balance as of December 31, 2024 | $(16,631,343) | | Foreign currency translation loss | $(1,935) | | Issuance of common stock for loan financing | $117,648 | | Net income (March 31, 2025) | $876,264 | | Foreign currency transaction gain | $39,874 | | Issuance of pre-funded warrants for settlement of shareholder notes payable | $899,993 | | Issuance of common stock for modification of notes payable | $847,062 | | Net income (June 30, 2025) | $1,473,237 | | Balance as of June 30, 2025 | $(12,379,200) | - The total stockholders' deficit improved from **$(16,631,343)** at December 31, 2024, to **$(12,379,200)** at June 30, 2025, primarily due to net income and equity issuances for debt settlement and financing[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change (YoY) ($) | | :----------------------------- | :------------ | :------------ | :----------- | | Net cash used in operating activities | $(899,731) | $(1,140,005) | +$240,274 | | Net cash from investing activities | $0 | $0 | $0 | | Net cash provided by financing activities | $1,632,433 | $407,391 | +$1,225,042 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $770,641 | $(545,241) | +$1,315,882 | | Cash and restricted cash, end of period | $1,558,561 | $187,293 | +$1,371,268 | - The Company saw a **significant increase** in net cash provided by financing activities in 2025, primarily from new loans, leading to a **positive net increase** in cash, cash equivalents, and restricted cash, compared to a decrease in the prior year[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Note 1 – Nature of the Business](index=11&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20the%20Business) - Synergy CHC Corp. is a consumer health care company focused on building a portfolio of best-in-class consumer product brands through organic growth and acquisitions[17](index=17&type=chunk) - The Company incorporated Synergy CHC Mexico in May 2025 to expand into the Mexican market[18](index=18&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) - The unaudited condensed consolidated financial statements are prepared in conformity with US GAAP, with all adjustments considered necessary for fair presentation included[19](index=19&type=chunk) - A 1-for-11.9 reverse stock split was effected on September 11, 2024, with all per-share information retroactively adjusted[21](index=21&type=chunk) - Management concluded that factors such as net income, working capital surplus, debt refinancing, and options for capital raises alleviate substantial doubt about the Company's ability to continue as a going concern for the next twelve months[69](index=69&type=chunk)[70](index=70&type=chunk) - An immaterial error related to Treasury Shares was corrected, resulting in a reclassification of **$127,500** and a revision of earnings per share for prior periods[71](index=71&type=chunk)[74](index=74&type=chunk) [Note 3 – Income Taxes](index=22&type=section&id=Note%203%20%E2%80%93%20Income%20Taxes) Income Tax Expense | Period | 2025 ($) | 2024 ($) | | :---------------------- | :----------- | :----------- | | Three months ended June 30 | $(190,107) | $(179,382) | | Six months ended June 30 | $(178,647) | $(306,571) | - The Company has net operating loss carryforwards of approximately **$48.7 million** (June 30, 2025) and **$50.8 million** (December 31, 2024), but a **100% valuation allowance** has been established due to uncertainty of realization[83](index=83&type=chunk) [Note 4 – Accounts Receivable](index=22&type=section&id=Note%204%20%E2%80%93%20Accounts%20Receivable) Accounts Receivable, Net | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :---------------------- | :------------ | :---------------- | | Trade accounts receivable | $7,069,889 | $5,321,037 | | Other receivables | $2,025,094 | $1,999,637 | | Total accounts receivable, net | $9,094,983 | $7,320,674 | - The allowance for doubtful accounts was **$0** for both periods[84](index=84&type=chunk) [Note 5 – Prepaid Expenses](index=23&type=section&id=Note%205%20%E2%80%93%20Prepaid%20Expenses) Prepaid Expenses Breakdown | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :---------------------------- | :------------ | :---------------- | | Advances for inventory | $260,572 | $605,913 | | Prepaid consulting fees, related party | $695,587 | $296,981 | | Advertising and promotions | $859,920 | $869,920 | | Total | $2,064,094 | $1,859,563 | [Note 6 – Concentration of Credit Risk](index=23&type=section&id=Note%206%20%E2%80%93%20Concentration%20of%20Credit%20Risk) - Two customers accounted for **84%** of trade accounts receivable at June 30, 2025, and three customers accounted for approximately **80%** of net revenue for the six months ended June 30, 2025[87](index=87&type=chunk)[88](index=88&type=chunk) - Two vendors accounted for **58%** of accounts payable at June 30, 2025, and three suppliers accounted for approximately **47%** of purchases for the six months ended June 30, 2025[89](index=89&type=chunk)[90](index=90&type=chunk) [Note 7 – Inventory](index=24&type=section&id=Note%207%20%E2%80%93%20Inventory) Inventory Breakdown | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :------------- | :------------ | :---------------- | | Finished goods | $2,213,770 | $1,578,561 | | Components | $105,388 | $92,991 | | Raw materials | $45,000 | $45,000 | | Total inventory | $2,364,158 | $1,716,552 | - No inventory write-offs occurred during the six months ended June 30, 2025 and 2024[92](index=92&type=chunk) [Note 8 – Intangible Assets](index=24&type=section&id=Note%208%20%E2%80%93%20Intangible%20Assets) Intangible Assets, Net | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------ | :------------ | :---------------- | | License Fee | $450,000 | $450,000 | | Less accumulated amortization | $(233,333) | $(166,667) | | Intangible assets, net | $216,667 | $283,333 | - Amortization expense for the six months ended June 30, 2025, was **$66,666**[93](index=93&type=chunk) [Note 9 – Related Party Transactions](index=24&type=section&id=Note%209%20%E2%80%93%20Related%20Party%20Transactions) Related Party Balances | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :--------------------------------- | :------------ | :---------------- | | Loan receivable (related party) | $4,427,883 | $4,375,059 | | Prepaid consulting fees, related party | $695,587 | $296,981 | | Royalties, shareholder | $92,955 | $88,644 | - The Company repaid a **$135,000** advance from a related party during the six months ended June 30, 2025[95](index=95&type=chunk) - Loans with Knight Therapeutics Inc., a shareholder, were modified and subsequently repaid in May and June 2025[100](index=100&type=chunk)[106](index=106&type=chunk) [Note 10 – Accounts Payable and Accrued Liabilities](index=26&type=section&id=Note%2010%20%E2%80%93%20Accounts%20Payable%20and%20Accrued%20Liabilities) Accounts Payable and Accrued Liabilities | Category | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------- | :------------ | :---------------- | | Accrued payroll | $195,889 | $76,399 | | Legal fees | $214,829 | $13,722 | | Commissions | - | $450,208 | | Manufacturers | $1,635,113 | $409,744 | | Promotions | $823,174 | $2,570,126 | | Total | $4,960,331 | $5,191,868 | [Note 11 – Notes Payable](index=27&type=section&id=Note%2011%20%E2%80%93%20Notes%20Payable) Notes Payable Summary | Loan Type | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------------------- | :------------ | :---------------- | | $10,000,000 August 9, 2017 Loan (Knight) | $0 | $12,333,052 | | $2,000,000 and $6,000,000 Notes | $9,794,165 | $9,794,165 | | $5,450,000 December 28, 2023 Loan | $0 | $2,802,445 | | $3,020,824 March 27, 2024 Loan | $1,400,000 | $2,302,824 | | $17,500,000 May 2025 Loan | $17,500,000 | - | | Total (net of discount) | $26,873,856 | $27,515,346 | - The **$10 million** loan from Knight Therapeutics Inc. was satisfied in May 2025 through a **$10 million** cash repayment, a **$1.2 million** early payment discount, and a **$1.5 million** equity conversion, resulting in a gain of **$1,813,865**[106](index=106&type=chunk)[107](index=107&type=chunk) - The **$2 million** and **$6 million** loans became subordinated debt with no maturity date, subject to specific interest and principal payment conditions[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - A new **$17.5 million** term loan credit agreement was entered into with ACP Agency, LLC in May 2025, secured by company assets, with proceeds used to repay existing debt and for working capital[130](index=130&type=chunk)[134](index=134&type=chunk) [Note 12 – Stockholders' Deficit](index=32&type=section&id=Note%2012%20%E2%80%93%20Stockholders%27%20Deficit) - The Company issued **30,360 shares** for loan financing, **428,570 pre-funded warrants** (fully exercised) for partial debt settlement, and **441,178 shares** for modification of notes payable during 2025[138](index=138&type=chunk)[139](index=139&type=chunk) Common Stock Issued and Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Shares issued | 9,621,926 | 8,721,818 | | Shares outstanding | 9,441,853 | 8,541,745 | [Note 13 – Commitments and Contingencies](index=33&type=section&id=Note%2013%20%E2%80%93%20Commitments%20and%20Contingencies) - Management believes there are no current legal matters that would have a material effect on the Company's financial position or results of operations[141](index=141&type=chunk) [Note 14 – Stock Options and Warrants](index=33&type=section&id=Note%2014%20%E2%80%93%20Stock%20Options%20and%20Warrants) Stock Options and Warrants Outstanding (June 30, 2025) | Instrument | Number Outstanding | Weighted Average Exercise Price ($) | | :--------- | :----------------- | :---------------------------------- | | Options | 252,102 | $6.15 | | Warrants | 103,500 | $11.70 | - The Company issued **428,570 pre-funded warrants** valued at **$899,993** in June 2025 to settle a loan payable to a shareholder, which were fully exercised during the period[144](index=144&type=chunk)[145](index=145&type=chunk) [Note 15 – Segments](index=34&type=section&id=Note%2015%20%E2%80%93%20Segments) - The Company operates as one operating segment, deriving revenue from the sale of nutraceuticals[146](index=146&type=chunk) Net Sales by Geography (Three Months Ended June 30) | Geography | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------------- | :------------ | :------------ | :----------- | | United States | $7,954,326 | $6,705,486 | +18.62 | | Foreign countries | $180,670 | $1,319,354 | -86.31 | Net Sales by Product Group (Six Months Ended June 30) | Product Group | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------------- | :------------- | :------------- | :----------- | | Nutraceuticals | $13,405,530 | $17,436,703 | -23.12 | | License Revenue | $2,900,000 | - | N/A | Net Sales by Major Sales Channel (Six Months Ended June 30) | Sales Channel | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :------------ | :------------- | :------------- | :----------- | | Online | $4,836,284 | $2,150,177 | +124.92 | | Retail | $11,469,246 | $15,286,526 | -25.09 | [Note 16 – Subsequent Events](index=36&type=section&id=Note%2016%20%E2%80%93%20Subsequent%20Events) - Subsequent to June 30, 2025, the Company repaid **$1,400,000** of principal on the March 27, 2024 loan, **$416,614** of principal and **$69,386** of interest on the February 2025 loan, **$92,942** of interest on the March 8, 2022 loan, and **$379,371** of interest on the May 2025 loan[153](index=153&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Synergy CHC Corp.'s financial performance and condition for Q2 2025 and 2024 [Special Note Regarding Forward-Looking Statements](index=37&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) - This report includes forward-looking statements that involve risks and uncertainties, and actual results may differ materially from expectations[155](index=155&type=chunk) [Overview](index=37&type=section&id=Overview) - Synergy CHC Corp. is a provider of consumer health care, beauty, and lifestyle products, with core brands FOCUSfactor (brain health supplement) and Flat Tummy (weight management products)[157](index=157&type=chunk) [Non-GAAP Financial Measures](index=38&type=section&id=Non-GAAP%20Financial%20Measures) - The Company uses **EBITDA** (earnings before interest, taxes, depreciation, and amortization) as a non-GAAP financial measure to evaluate business relationships and operating performance[159](index=159&type=chunk) EBITDA Reconciliation | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | | :------------------------------- | :------------------------------- | :------------------------------- | | Net income | $1,473,237 | $655,186 | | Interest expense | $2,107,714 | $745,528 | | Income tax expense | $190,107 | $179,382 | | Depreciation and amortization | $33,334 | $33,334 | | **EBITDA** | **$3,804,013** | **$1,613,056** | | Metric | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :------------------------------- | :------------------------------- | :------------------------------- | | Net income | $2,349,501 | $1,235,716 | | Interest expense | $3,203,083 | $1,855,508 | | Income tax expense | $178,647 | $306,571 | | Depreciation and amortization | $66,667 | $66,667 | | **EBITDA** | **$5,783,637** | **$3,463,701** | [Results of Operations for the Three Months Ended June 30, 2025 and June 30, 2024](index=38&type=section&id=Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) This section analyzes Synergy CHC Corp.'s financial performance for the three months ended June 30, 2025 and 2024 [Revenue](index=38&type=section&id=Revenue%20(Three%20Months)) Revenue (Three Months Ended June 30) | Category | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------------- | :------------ | :------------ | :----------- | | Product Sales | $6,734,996 | $8,024,840 | -16.08 | | License Revenue | $1,400,000 | - | N/A | | Total Revenue | $8,134,996 | $8,024,840 | +1.37 | - Nutraceuticals revenue decreased due to a new product sell-in in 2024 that did not repeat in 2025, offset by new license revenue for foreign expansion[163](index=163&type=chunk) [Cost of Revenue](index=39&type=section&id=Cost%20of%20Revenue%20(Three%20Months)) Cost of Revenue (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :------------- | :------------ | :------------ | :----------- | | Cost of revenue | $1,896,391 | $2,448,890 | -22.60 | - The decrease in cost of sales was primarily due to the decrease in revenue[164](index=164&type=chunk) [Gross Profit](index=39&type=section&id=Gross%20Profit%20(Three%20Months)) Gross Profit (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------- | :------------ | :------------ | :----------- | | Gross profit | $6,238,605 | $5,575,950 | +11.89 | | Gross margin (%) | 77 | 69 | +8 pp | - The increase in gross profit and margin is directly related to the new license revenue[165](index=165&type=chunk) [Operating Expenses](index=39&type=section&id=Operating%20Expenses%20(Three%20Months)) [Selling and Marketing Expenses](index=39&type=section&id=Selling%20and%20Marketing%20Expenses%20(Three%20Months)) Selling and Marketing Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------------------- | :------------ | :------------ | :----------- | | Selling and marketing expenses | $3,062,211 | $3,055,186 | +0.23 | [General and Administrative Expenses](index=39&type=section&id=General%20and%20Administrative%20Expenses%20(Three%20Months)) General and Administrative Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :----------------------------- | :------------ | :------------ | :----------- | | General and administrative expenses | $1,519,325 | $903,838 | +68.10 | - The increase in general and administrative expenses is primarily due to public market expenses[167](index=167&type=chunk) [Depreciation and Amortization Expenses](index=39&type=section&id=Depreciation%20and%20Amortization%20Expenses%20(Three%20Months)) Depreciation and Amortization Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :--------------------------- | :---------- | :---------- | :----------- | | Depreciation and amortization | $33,334 | $33,334 | 0.00 | [Other Income and Expenses](index=39&type=section&id=Other%20Income%20and%20Expenses%20(Three%20Months)) Other Income and Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------------------------------------- | :------------ | :------------ | :----------- | | Interest expense | $2,107,714 | $745,528 | +182.72 | | Gain on settlement of loans | $(2,154,522) | - | N/A | | Total other (income) expense | $(39,609) | $749,024 | -105.29 | - The increase in interest expense is primarily due to an advance, shares issued related to the modification of notes payable, and a new May 2025 loan[169](index=169&type=chunk) [Net Income](index=40&type=section&id=Net%20Income%20(Three%20Months)) Net Income (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------- | :------------ | :------------ | :----------- | | Net income | $1,473,237 | $655,186 | +124.86 | - Net income significantly increased due to a gain on settlement of loans[170](index=170&type=chunk) [Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024](index=40&type=section&id=Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) This section analyzes Synergy CHC Corp.'s financial performance for the six months ended June 30, 2025 and 2024 [Revenue](index=40&type=section&id=Revenue%20(Six%20Months)) Revenue (Six Months Ended June 30) | Category | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------------- | :------------- | :------------- | :----------- | | Product Sales | $13,405,530 | $17,436,703 | -23.12 | | License Revenue | $2,900,000 | - | N/A | | Total Revenue | $16,305,530 | $17,436,703 | -6.59 | - Nutraceuticals revenue decreased due to a non-recurring new product sell-in in 2024, partially offset by new license revenue[172](index=172&type=chunk) [Cost of Revenue](index=40&type=section&id=Cost%20of%20Revenue%20(Six%20Months)) Cost of Revenue (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :------------- | :------------ | :------------ | :----------- | | Cost of revenue | $3,902,904 | $5,086,029 | -23.26 | - The decrease in cost of revenue was primarily due to the overall decrease in revenue[173](index=173&type=chunk) [Gross Profit](index=40&type=section&id=Gross%20Profit%20(Six%20Months)) Gross Profit (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------- | :------------- | :------------- | :----------- | | Gross profit | $12,402,626 | $12,350,674 | +0.42 | | Gross margin (%) | 76 | 71 | +5 pp | - The slight increase in gross profit and improved gross margin are related to the new license revenue[174](index=174&type=chunk) [Operating Expenses](index=40&type=section&id=Operating%20Expenses%20(Six%20Months)) [Selling and Marketing Expenses](index=40&type=section&id=Selling%20and%20Marketing%20Expenses%20(Six%20Months)) Selling and Marketing Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------------------- | :------------ | :------------ | :----------- | | Selling and marketing expenses | $5,938,482 | $6,639,863 | -10.57 | - The decrease in selling and marketing expenses is primarily due to lower revenue and improved management of promotions[175](index=175&type=chunk) [General and Administrative Expenses](index=40&type=section&id=General%20and%20Administrative%20Expenses%20(Six%20Months)) General and Administrative Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :----------------------------- | :------------ | :------------ | :----------- | | General and administrative expenses | $2,826,039 | $2,252,223 | +25.48 | - The increase in general and administrative expenses is primarily due to public market expenses[176](index=176&type=chunk) [Depreciation and Amortization Expenses](index=41&type=section&id=Depreciation%20and%20Amortization%20Expenses%20(Six%20Months)) Depreciation and Amortization Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :--------------------------- | :---------- | :---------- | :----------- | | Depreciation and amortization | $66,667 | $66,667 | 0.00 | [Other Income and Expenses](index=41&type=section&id=Other%20Income%20and%20Expenses%20(Six%20Months)) Other Income and Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------------------------------------- | :------------ | :------------ | :----------- | | Interest expense | $3,203,083 | $1,855,508 | +72.63 | | Gain on settlement of loans | $(2,154,522) | - | N/A | | Total other expense | $1,043,290 | $1,849,634 | -43.60 | - The increase in interest expense is primarily due to an advance taken in 2025, shares issued related to the modification of notes payable, and a new May 2025 loan[178](index=178&type=chunk) [Net Income](index=41&type=section&id=Net%20Income%20(Six%20Months)) Net Income (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------- | :------------ | :------------ | :----------- | | Net income | $2,349,501 | $1,235,716 | +90.14 | - Net income significantly increased due to lower operating expenses and a gain on loan settlements[179](index=179&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses Synergy CHC Corp.'s cash position, cash flows, and overall capital management [Overview](index=41&type=section&id=Overview%20(Liquidity)) - As of June 30, 2025, the Company had **$1,458,561** in cash on hand and **$100,000** in restricted cash for credit card collateral[180](index=180&type=chunk) [Cash Flows from Operating Activities](index=41&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Net Cash Used in Operating Activities (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) ($) | | :----------------------------------- | :------------ | :------------ | :----------- | | Net cash used in operating activities | $(899,731) | $(1,140,005) | +$240,274 | - The decrease in net cash used in operating activities was influenced by adjustments including amortization of debt discount, stock issued for notes payable modification, and a gain on debt settlement[182](index=182&type=chunk) [Cash Flows from Investing Activities](index=43&type=section&id=Cash%20Flows%20from%20Investing%20Activities) - The Company used **$0** in net cash for investing activities for both the six months ended June 30, 2025 and 2024[184](index=184&type=chunk) [Cash Flows from Financing Activities](index=43&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Net Cash Provided by Financing Activities (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) ($) | | :----------------------------------- | :------------ | :------------ | :----------- | | Net cash provided by financing activities | $1,632,433 | $407,391 | +$1,225,042 | - The increase in net cash provided by financing activities was primarily attributable to proceeds from new notes payable, partially offset by repayments of notes payable[185](index=185&type=chunk)[186](index=186&type=chunk) [Key Near-Term Initiatives](index=43&type=section&id=Key%20Near-Term%20Initiatives) - The Company plans to organically grow existing product lines, develop and launch new products, expand into new markets, and pursue additional strategic acquisitions[187](index=187&type=chunk) [Off-Balance Sheet Arrangements](index=43&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company had no off-balance sheet arrangements during the six months ended June 30, 2025, or the year ended December 31, 2024[188](index=188&type=chunk) [Inflation](index=43&type=section&id=Inflation) - The effect of inflation on the Company's operating results was not significant in the six months ended June 30, 2025 or 2024[189](index=189&type=chunk) [Critical Accounting Estimates](index=43&type=section&id=Critical%20Accounting%20Estimates) - Critical accounting estimates include those related to revenue recognition and accounts receivable allowances[190](index=190&type=chunk) [Recent Accounting Pronouncements](index=43&type=section&id=Recent%20Accounting%20Pronouncements) - Information on recent accounting pronouncements is detailed in Note 2 to the unaudited condensed consolidated financial statements[191](index=191&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Synergy CHC Corp. has elected not to provide market risk disclosures - As a smaller reporting company, Synergy CHC Corp. has elected not to provide quantitative and qualitative disclosures about market risk[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded Synergy CHC Corp.'s disclosure controls were not effective as of June 30, 2025 [Evaluation of Disclosure Controls and Procedures](index=44&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that the Company's disclosure controls and procedures were not effective as of June 30, 2025, to ensure material information is recorded, processed, summarized, and reported timely[193](index=193&type=chunk) [Changes in Internal Control Over Financial Reporting](index=44&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There have been no material changes in internal control over financial reporting during the quarter ended June 30, 2025[194](index=194&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) Synergy CHC Corp. is not a party to any material legal proceedings - The Company is not a party to any material legal proceedings, but may be involved in routine litigation[197](index=197&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Synergy CHC Corp. is not required to include risk factors - As a smaller reporting company, the Company is not required to include risk factors in this report, and no material changes to previously disclosed risk factors have occurred[198](index=198&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - No unregistered sales of equity securities or use of proceeds were reported for the period[199](index=199&type=chunk)[200](index=200&type=chunk)[201](index=201&type=chunk) [Item 3. Defaults Upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Synergy CHC Corp. reported no defaults upon senior securities - No defaults upon senior securities were reported[202](index=202&type=chunk) [Item 4. Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Synergy CHC Corp - This item is not applicable to the Company[203](index=203&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) No other material information was reported, and no Rule 10b5-1 trading arrangements were adopted - No director or officer adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the quarter ended June 30, 2025[205](index=205&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of, or incorporated by reference into, the Quarterly Report - The report includes various exhibits such as merger agreements, asset purchase agreements, articles of incorporation, credit agreements, and certifications[206](index=206&type=chunk)[207](index=207&type=chunk) SIGNATURES [Signature Block](index=47&type=section&id=Signature%20Block) The Quarterly Report was signed by Jack Ross, CEO and Chairman, on August 14, 2025 - The report was signed by Jack Ross, Chief Executive Officer and Chairman, on August 14, 2025[212](index=212&type=chunk)