Financial Data and Key Metrics Changes - The company reported a 30% growth in earnings per share year over year, marking the ninth consecutive quarter of profitability [5] - EBITDA margins expanded to 24.1% compared to 19.7% in the prior period [5] - Net revenue for Q1 2025 was $8.2 million, a 13% decrease from $9.4 million in the same quarter last year [12] - Gross margin increased to 75.4% from 72% year over year [12] - Operating expenses decreased by 15% to $4.2 million from $5 million in the prior year [12] - Net income for Q1 was $876,000 or $0.10 per diluted share, up from $580,000 or $0.08 per diluted share in the previous year [13] Business Line Data and Key Metrics Changes - The RTD beverage segment generated $30,000 in revenue during Q1, with expectations of $2 million in Q2 due to strong orders from Amazon [17][18] - A long-term supplier agreement for Focus Factor products is expected to yield significant cost savings [9] Market Data and Key Metrics Changes - The company has entered a three-year license agreement for the Focus Factor brand in the UAE, expecting revenue generation by Q4 2025 [6] - A wholly owned subsidiary has been established in Mexico, with revenue expected to start in early Q3 [7] Company Strategy and Development Direction - The company plans to expand its global presence by adding new licensees in selected markets where it does not currently operate [6] - The focus remains on growing the Canadian and US convenience store business for RTD beverages [8] - The refinancing of debt is expected to alleviate over $10 million in principal payments in 2025 and extend maturity into 2029 [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ongoing discipline around cost management and the strength of the operating model [5] - The company does not expect material impacts from tariffs due to its sourcing strategy [11] Other Important Information - Cash and cash equivalents decreased to $177,900 from $687,900 at the end of 2024 [14] - Total liabilities decreased to $31.3 million from $33 million at the end of 2024 [15] Q&A Session Summary Question: What was the RTD beverage revenue in the quarter and plans for rollout? - The RTD beverage segment generated $30,000 in Q1, with expectations of $2 million in Q2 due to Amazon orders [17] Question: What are the plans for geographic territories and distribution channels? - The focus is primarily on Canada and the US, targeting convenience stores and existing retailers [20] Question: Will G&A expenses rise through the year? - G&A expenses are expected to remain flat as a percentage, with some headcount additions [21] Question: What was the licensing revenue booked in Q1? - The company received a $1.5 million fee for the UAE license agreement, with revenue expected to start in Q4 [23][25]

PART I—FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Synergy CHC Corp.'s Q1 2025 unaudited financial statements show increased net income despite lower revenue, driven by cost management and new license revenue [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2025, reflects decreased assets and liabilities, an improved stockholders' deficit, and a significant decline in cash Condensed Consolidated Balance Sheet Highlights (unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $177,882 | $687,920 | | Total Current Assets | $15,406,042 | $16,059,768 | | **Total Assets** | **$15,656,042** | **$16,343,101** | | Total Current Liabilities | $8,065,745 | $17,184,369 | | **Total Liabilities** | **$31,295,408** | **$32,974,444** | | **Total stockholders' deficit** | **$(15,639,366)** | **$(16,631,343)** | [Unaudited Condensed Consolidated Statements of Income and Comprehensive Income](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) For Q1 2025, total revenue decreased to $8.17 million, yet net income increased to $876,264 due to reduced costs and new license revenue Consolidated Statements of Income (unaudited) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Total Revenue | $8,170,534 | $9,411,863 | | Gross Profit | $6,164,021 | $6,774,724 | | Income from operations | $1,947,703 | $1,808,329 | | **Net income** | **$876,264** | **$580,530** | | Net income per share – diluted | $0.10 | $0.08 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 cash flow reflects improved operating cash usage, no investing activities, and a significant decrease in financing cash, leading to a net cash decrease Consolidated Statements of Cash Flows Highlights (unaudited) | Cash Flow Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(822,781) | $(858,042) | | Net cash from investing activities | $0 | $0 | | Net cash provided by financing activities | $314,678 | $1,004,620 | | **Net (decrease) increase in cash** | **$(510,038)** | **$278,215** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, a reverse stock split, significant customer and supplier concentration, extensive related-party transactions, and debt covenants - On September 11, 2024, the Company effected a **1-for-11.9 reverse stock split** of its common stock[22](index=22&type=chunk) - In Q1 2025, **three customers accounted for 71% of net revenue**, and **two suppliers accounted for 44% of purchases**, indicating **significant concentration risk**[87](index=87&type=chunk)[89](index=89&type=chunk) - The company has **extensive related-party transactions**, including **significant loans** from and **distribution agreements** with Knight Therapeutics, a major shareholder[95](index=95&type=chunk)[98](index=98&type=chunk)[104](index=104&type=chunk) - Debt agreements include **strict covenants**, such as maintaining a **minimum quarterly EBITDA of $1,250,000** and **raising $5,000,000 in equity by March 31, 2025**, to **avoid default and a $1,000,000 fee**[119](index=119&type=chunk)[123](index=123&type=chunk) - Subsequent to March 31, 2025, the company **issued 442,005 shares of common stock** to noteholders and **established a wholly-owned subsidiary in Mexico**[165](index=165&type=chunk)[167](index=167&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2025 revenue decrease, improved gross margin and net income, tight liquidity, and strategic initiatives including organic growth and acquisitions Results of Operations Comparison (Q1 2025 vs Q1 2024) | Metric | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $8,170,534 | $9,411,863 | (13.2)% | | Gross Profit | $6,164,021 | $6,774,724 | (9.0)% | | Gross Margin | 75% | 72% | +3 p.p. | | Net Income | $876,264 | $580,530 | +50.9% | - The **decrease in Nutraceuticals revenue** was due to a **new product sell-in** to one customer in 2024 that did not repeat in 2025[177](index=177&type=chunk) EBITDA Reconciliation (Non-GAAP) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income | $876,264 | $580,530 | | Interest expense | $1,095,369 | $1,109,980 | | Income taxes (benefit) | $(11,460) | $127,189 | | Depreciation and amortization | $33,333 | $33,333 | | **EBITDA** | **$1,979,624** | **$1,850,645** | - As of March 31, 2025, the company had **$177,882 in cash on hand** and **$100,000 in restricted cash**[185](index=185&type=chunk) - Near-term initiatives include **growing current product lines**, **launching new products**, **expanding distribution** for the FOCUSfactor ready-to-drink beverage, and **pursuing strategic acquisitions**[191](index=191&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&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 disclosures about market risk - The company is a **smaller reporting company** and is **not required to provide disclosures about market risk**[196](index=196&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025, with no material changes to internal controls - Management concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were **not effective**[197](index=197&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter ended March 31, 2025, that materially affected, or are reasonably likely to materially affect, internal controls[198](index=198&type=chunk) PART II—OTHER INFORMATION [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any material legal proceedings, though it may face incidental claims in the ordinary course of business - The company is **not party to any material legal proceedings**[201](index=201&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to include risk factors and reports no material changes to previously disclosed risks - There have been **no material changes to the risk factors** previously disclosed in the company's IPO prospectus[202](index=202&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - The company reports **'None' for unregistered sales of equity securities and use of proceeds**[203](index=203&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk) [Defaults Upon Senior Securities](index=42&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - The company reports **'None' for defaults upon senior securities**[206](index=206&type=chunk) [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) The company reported no other material information and no director or officer adopted or terminated a Rule 10b5-1 trading arrangement - During the quarter ended March 31, 2025, **no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement**[209](index=209&type=chunk) [Exhibits](index=43&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the quarterly report, including officer certifications and XBRL data files - The report includes **required certifications** under Rule 13a-14(a) and Section 1350, as well as **Inline XBRL documents**, as exhibits[211](index=211&type=chunk)

Financial Performance - Earnings per share increased by 30% year-over-year, reaching $0.10 compared to $0.08 in the prior year[2] - Revenue for Q1 2025 was $8.2 million, a decrease of 13% from $9.4 million in Q1 2024, primarily due to a new product sell-in that did not repeat[4] - Gross margin improved to 75.4% in Q1 2025 from 72.0% in Q1 2024, driven by a favorable product mix[6] - Net income rose by 51% to $876.3 thousand in Q1 2025, up from $580.5 thousand in Q1 2024[7] - EBITDA for Q1 2025 was $1.98 million, a 7% increase from $1.85 million in Q1 2024, attributed to lower SG&A expenses[8] - Operating expenses decreased by 15% to $4.2 million in Q1 2025 from $5.0 million in Q1 2024[6] International Expansion - The company is preparing for international expansion into three new markets later in 2025 for its FOCUSfactor brand and Ready-To-Drink beverages[2] - Synergy established a wholly owned subsidiary in Mexico and is onboarding key suppliers and retailers in the region[5] Debt and Cash Flow Management - The company aims to refinance its debt to extend the maturity date to 2029, which is expected to enhance free cash flow[2] - Total liabilities decreased by $1.7 million to $31.3 million as of March 31, 2025, compared to $33.0 million at the end of 2024[9] - Net cash used in operating activities was $(822,781) for the three months ended March 31, 2025, slightly improved from $(858,042) in the same period of 2024[22] - Cash and restricted cash at the end of the period was $277,882, down from $1,010,749 at the end of the same period in 2024, indicating a decrease of 72.5%[22] - Net cash provided by financing activities was $314,678 for the three months ended March 31, 2025, compared to $1,004,620 in the same period of 2024, a decline of 68.7%[22] - Cash paid for interest during the period was $573,529, down from $1,102,781 in the same period of 2024, a decrease of 47.9%[22] - Advances from related party amounted to $135,000, a significant decrease from $1,400,000 in the same period of 2024[22] Asset Management - Accounts receivable increased by $940,519, while inventory decreased by $(629,935) during the three months ended March 31, 2025[22] - The company issued common stock for loan financing amounting to $117,648 during the period[22] Foreign Currency Impact - The company reported a foreign currency transaction loss of $(3,137) for the three months ended March 31, 2025, compared to a gain of $11,178 in the same period of 2024[22] - The effect of exchange rate on cash, cash equivalents, and restricted cash resulted in a loss of $(1,935) for the three months ended March 31, 2025[22]

Core Insights - Synergy CHC Corp. reported a 30% year-over-year growth in earnings per share, marking its ninth consecutive quarter of profitability [2] - The company expanded its EBITDA margins to 24.1%, up from 19.7% in the prior year, indicating strong operational performance [2] - Synergy is preparing for international expansion into three new markets and is refinancing its debt to enhance cash flow and extend maturity to 2029 [2] Financial Performance - Revenue for Q1 2025 was $8.2 million, a decrease of 13% from $9.4 million in Q1 2024, primarily due to a non-repeating product sell-in [5] - Gross margin improved to 75.4% from 72.0% year-over-year, driven by a favorable product mix [5] - Operating expenses decreased by 15% to $4.2 million from $5.0 million in the same period last year [6] - Income from operations increased by 8% to $1.9 million compared to $1.8 million in Q1 2024 [6] - Net income rose by 51% to $876.3 thousand from $580.5 thousand year-over-year [7] - EBITDA for Q1 2025 was $1.98 million, up 7% from $1.85 million in Q1 2024, attributed to lower SG&A expenses [7] Balance Sheet and Cash Flow - As of March 31, 2025, cash and cash equivalents were approximately $177.9 thousand, down from $687.9 thousand at the end of 2024 [10] - Total liabilities decreased to $31.3 million from $33.0 million, reflecting a reduction of $1.7 million [10] - Inventory increased to $2.3 million from $1.7 million as of December 31, 2024 [10] - Cash used in operating activities was $822.8 thousand, slightly improved from $858 thousand in Q1 2024 [11] Business Developments - Synergy established a wholly owned subsidiary in Mexico and is onboarding key suppliers and retailers in the region [9] - The company signed a new long-term supplier agreement for FOCUSfactor products, effective April 2025, expected to yield significant cost savings [9] - During Q1, Synergy reduced outstanding liabilities by $1.7 million [9]

Company Overview - Synergy CHC Corp. is a provider of consumer health care and lifestyle products [3] - The company's brand portfolio includes FOCUSfactor, a clinically-tested brain health supplement, and Flat Tummy, a wellness brand focused on nutritional products for weight management [3] Financial Results Announcement - Synergy plans to release its financial results for the first quarter ended March 31, 2025, on May 15, 2025, before market trading opens [1] - A conference call will be held at 9:00 a.m. ET / 6:00 a.m. PT with the CEO Jack Ross and CFO Jaime Fickett [2] - A live webcast of the call will be available on the Investor Relations section of Synergy's website, and a replay will be accessible for a limited time [2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42374 SYNERGY CHC CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organ ...

Financial Performance - Fourth quarter 2024 revenue was $10.3 million, down 22% from $13.2 million in Q4 2023; full year revenue was $34.8 million, down 19% from $42.8 million in 2023[6] - Gross margin for Q4 2024 was 63.3%, compared to 82.3% in Q4 2023; full year gross margin was 67.9%, down from 75.0% in 2023[7] - Net income for Q4 2024 was $105.7 thousand, a decrease from $2.6 million in Q4 2023; full year net income was $2.1 million, down from $6.3 million in 2023[10] - EBITDA for Q4 2024 was $1.7 million, down from $4.5 million in Q4 2023; full year EBITDA was $6.5 million, compared to $10.8 million in 2023[11] - Adjusted EBITDA for Q4 2024 was $2.8 million, up 1,033% from $(0.3) million in Q4 2023; full year Adjusted EBITDA was $7.4 million, an increase of 21% from $6.1 million in 2023[12] - Total revenue for the year ended December 31, 2024, was $34,834,243, a decrease of 18.6% compared to $42,777,633 in 2023[28] - Gross profit for 2024 was $23,643,019, down from $32,080,310 in 2023, reflecting a gross margin decline[28] - Net income after tax for 2024 was $2,124,976, a significant decrease of 66.5% from $6,338,750 in 2023[28] - Comprehensive income for 2024 was $2,179,666, down from $6,213,894 in 2023, reflecting the decline in net income[28] Operating Expenses - Operating expenses in Q4 2024 were $5.1 million, a decrease of 20% from $6.4 million in Q4 2023; full year operating expenses were $17.9 million, down 16% from $21.3 million in 2023[8] - Operating expenses for 2024 were $17,841,771, down from $21,273,564 in 2023, reflecting cost control measures[28] Cash and Liabilities - As of December 31, 2024, Synergy had approximately $687.9 thousand in cash and cash equivalents, an increase from $632.5 thousand as of December 31, 2023[13] - Total liabilities decreased to $33.0 million as of December 31, 2024, down from $39.5 million as of December 31, 2023, reflecting an improvement of $6.6 million[13] - Total current assets increased to $16,059,768 in 2024 from $11,822,849 in 2023, primarily driven by a rise in accounts receivable[26] - Total liabilities decreased to $32,974,444 in 2024 from $39,545,489 in 2023, indicating improved financial leverage[26] - Cash and cash equivalents at the end of 2024 were $687,920, an increase from $632,534 in 2023[26] - The company reported a net cash used in operating activities of $4,803,390 for 2024, compared to a net cash provided of $421,729 in 2023[30] Shareholder Information - The weighted average common shares outstanding increased to 7,588,095 in 2024 from 7,373,745 in 2023, impacting earnings per share[28] - The company completed its initial public offering of 1,150,000 shares at $9.00 on October 24, 2024[15] Partnerships and Expansion - Synergy expanded partnerships with BJ's Wholesale Clubs and Publix, offering FOCUSfactor products in all 267 BJ's locations and two products in all 1,200 Publix stores[15]

Core Insights - Synergy CHC Corp. reported its financial results for the year ending December 31, 2024, highlighting a continued profitability streak with eight consecutive profitable quarters despite challenges in the fourth quarter due to retailer de-inventorying related to the FOCUSfactor packaging transition [2][6]. Financial Performance - Fourth quarter revenue was $10.3 million, a decrease of 22% from $13.2 million in Q4 2023. Full year revenue was $34.8 million, down 19% from $42.8 million in 2023 [6]. - Gross margin for Q4 2024 was 63.3%, down from 82.3% in Q4 2023. For the full year, gross margin was 67.9%, a decline of 712 basis points from 75.0% in 2023 [7]. - Income from operations in Q4 2024 was $1.4 million compared to $4.4 million in Q4 2023. For the full year, it was $5.8 million, down from $10.8 million in 2023 [10]. - Net income for Q4 2024 was $105.7 thousand, a significant drop from $2.6 million in Q4 2023. Full year net income was $2.1 million compared to $6.3 million in 2023 [11]. - EBITDA for Q4 2024 was $1.7 million, down from $4.5 million in Q4 2023. For the full year, EBITDA was $6.5 million compared to $10.8 million in 2023 [12]. - Adjusted EBITDA for Q4 2024 was $2.8 million, a substantial increase of 1,033% from $(0.3) million in Q4 2023. For the full year, Adjusted EBITDA was $7.4 million, up 21% from $6.1 million in 2023 [13]. Business Developments - The company successfully rebranded FOCUSfactor and expanded its distribution with BJ's Wholesale Club and Publix, with FOCUSfactor products now available in all 267 BJ's locations and 1,200 Publix stores [6]. - In Q1 2025, Synergy launched seven new products under the Flat Tummy brand, targeting the growing interest in GLP-1 support products [2]. - The company completed its Initial Public Offering (IPO) in October 2024, issuing 1,150,000 shares at $9.00 per share, with trading commencing on the Nasdaq Global Market under the ticker symbol "SNYR" [6]. Balance Sheet and Cash Flow - As of December 31, 2024, Synergy had approximately $687.9 thousand in cash and cash equivalents, an increase from $632.5 thousand as of December 31, 2023. Total liabilities decreased to $33.0 million from $39.5 million [14]. - The company reduced outstanding debt by $4.5 million during the fourth quarter [6]. - Cash used in operating activities for the year ended December 31, 2024, was $4.8 million, a decline from cash provided by operating activities of $421.7 thousand in 2023 [15].

Core Viewpoint - Synergy CHC Corp. is set to release its financial results for Q4 and the full year of 2024 on March 31, 2025, before market trading begins [1]. Financial Results Announcement - The financial results will be discussed in a conference call at 9:00 a.m. ET / 6:00 a.m. PT, featuring CEO Jack Ross and CFO Jaime Fickett [2]. - A live webcast of the conference call will be available on the Investor Relations section of Synergy's website, with a replay accessible for a limited time [2]. Company Overview - Synergy CHC Corp. specializes in consumer health care and lifestyle products, with a brand portfolio that includes FOCUSfactor, a brain health supplement, and Flat Tummy, a wellness brand focused on nutritional products for weight management [3].

Company Overview - Synergy CHC Corp. is a provider of consumer health care and lifestyle products [2] - The company's brand portfolio includes FOCUSfactor, a clinically-tested brain health supplement, and Flat Tummy, a wellness brand focused on nutritional products for weight management [2] Upcoming Events - Synergy CHC Corp. will attend the 37th Annual ROTH Conference from March 16-18, 2025, in Dana Point, California [1] - Management will be available for one-on-one investor meetings during the conference [1]