
PART I—FINANCIAL INFORMATION Item 1. Financial Statements 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 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) | +$4,252,143 | Unaudited Condensed Consolidated Statements of Income and Comprehensive Income Income Statement Highlights (Three Months Ended June 30) | Metric | 2025 ($) | 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 | $0.17 | +58.82 | Unaudited Condensed Consolidated Statement of Stockholders' Deficit Stockholders' Deficit Changes (Six Months Ended June 30, 2025) | Item | Amount ($) | | :---------------------------------------------------------------- | :----------- | | 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 $(12,379,200) at June 30, 2025, primarily due to net income and equity issuances for debt settlement and financing14 Unaudited Condensed Consolidated Statements of Cash Flows Cash Flow Highlights (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 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 year16 Notes to Unaudited Condensed Consolidated Financial Statements Note 1 – Nature of the Business - 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 acquisitions17 - The Company incorporated Synergy CHC Mexico in May 2025 to expand into the Mexican market18 Note 2 – Summary of Significant Accounting Policies - The unaudited condensed consolidated financial statements are prepared in conformity with US GAAP, with all adjustments considered necessary for fair presentation included19 - A 1-for-11.9 reverse stock split was effected on September 11, 2024, with all per-share information retroactively adjusted21 - 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 months6970 - An immaterial error related to Treasury Shares was corrected, resulting in a reclassification of $127,500 and a revision of earnings per share for prior periods7174 Note 3 – Income Taxes Income Tax Expense | Period | 2025 ($) | 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 $50.8 million (December 31, 2024), but a 100% valuation allowance has been established due to uncertainty of realization83 Note 4 – Accounts Receivable Accounts Receivable, Net | Category | June 30, 2025 ($) | 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 $0 for both periods84 Note 5 – Prepaid Expenses Prepaid Expenses Breakdown | Category | June 30, 2025 ($) | 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 | $1,859,563 | Note 6 – Concentration of Credit Risk - Two customers accounted for 84% of trade accounts receivable at June 30, 2025, and three customers accounted for approximately 80% of net revenue for the six months ended June 30, 20258788 - Two vendors accounted for 58% of accounts payable at June 30, 2025, and three suppliers accounted for approximately 47% of purchases for the six months ended June 30, 20258990 Note 7 – Inventory Inventory Breakdown | Category | June 30, 2025 ($) | 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 | $1,716,552 | - No inventory write-offs occurred during the six months ended June 30, 2025 and 202492 Note 8 – Intangible Assets Intangible Assets, Net | Category | June 30, 2025 ($) | 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 $66,66693 Note 9 – Related Party Transactions Related Party Balances | Item | June 30, 2025 ($) | 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 $135,000 advance from a related party during the six months ended June 30, 202595 - Loans with Knight Therapeutics Inc., a shareholder, were modified and subsequently repaid in May and June 2025100106 Note 10 – Accounts Payable and Accrued Liabilities Accounts Payable and Accrued Liabilities | Category | June 30, 2025 ($) | 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 | $5,191,868 | Note 11 – Notes Payable Notes Payable Summary | Loan Type | June 30, 2025 ($) | 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 $1,813,865106107 - The $2 million and $6 million loans became subordinated debt with no maturity date, subject to specific interest and principal payment conditions111112113 - A new $17.5 million term loan credit agreement was entered into with ACP Agency, LLC in May 2025, secured by company assets, with proceeds used to repay existing debt and for working capital130134 Note 12 – Stockholders' Deficit - The Company issued 30,360 shares for loan financing, 428,570 pre-funded warrants (fully exercised) for partial debt settlement, and 441,178 shares for modification of notes payable during 2025138139 Common Stock Issued and Outstanding | Metric | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Shares issued | 9,621,926 | 8,721,818 | | Shares outstanding | 9,441,853 | 8,541,745 | Note 13 – Commitments and Contingencies - Management believes there are no current legal matters that would have a material effect on the Company's financial position or results of operations141 Note 14 – Stock Options and Warrants Stock Options and Warrants Outstanding (June 30, 2025) | Instrument | Number Outstanding | Weighted Average Exercise Price ($) | | :--------- | :----------------- | :---------------------------------- | | Options | 252,102 | $6.15 | | Warrants | 103,500 | $11.70 | - The Company issued 428,570 pre-funded warrants valued at $899,993 in June 2025 to settle a loan payable to a shareholder, which were fully exercised during the period144145 Note 15 – Segments - The Company operates as one operating segment, deriving revenue from the sale of nutraceuticals146 Net Sales by Geography (Three Months Ended June 30) | Geography | 2025 ($) | 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 - 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 $379,371 of interest on the May 2025 loan153 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Synergy CHC Corp.'s financial performance and condition for Q2 2025 and 2024 Special Note Regarding Forward-Looking Statements - This report includes forward-looking statements that involve risks and uncertainties, and actual results may differ materially from expectations155 Overview - Synergy CHC Corp. is a provider of consumer health care, beauty, and lifestyle products, with core brands FOCUSfactor (brain health supplement) and Flat Tummy (weight management products)157 Non-GAAP Financial Measures - The Company uses EBITDA (earnings before interest, taxes, depreciation, and amortization) as a non-GAAP financial measure to evaluate business relationships and operating performance159 EBITDA Reconciliation | Metric | Three Months Ended June 30, 2025 ($) | 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 | $3,463,701 | Results of Operations for the Three Months Ended June 30, 2025 and June 30, 2024 This section analyzes Synergy CHC Corp.'s financial performance for the three months ended June 30, 2025 and 2024 Revenue Revenue (Three Months Ended June 30) | Category | 2025 ($) | 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 | $8,024,840 | +1.37 | - Nutraceuticals revenue decreased due to a new product sell-in in 2024 that did not repeat in 2025, offset by new license revenue for foreign expansion163 Cost of Revenue Cost of Revenue (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :------------- | :------------ | :------------ | :----------- | | Cost of revenue | $1,896,391 | $2,448,890 | -22.60 | - The decrease in cost of sales was primarily due to the decrease in revenue164 Gross Profit Gross Profit (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------- | :------------ | :------------ | :----------- | | Gross profit | $6,238,605 | $5,575,950 | +11.89 | | Gross margin (%) | 77 | 69 | +8 pp | - The increase in gross profit and margin is directly related to the new license revenue165 Operating Expenses Selling and Marketing Expenses Selling and Marketing Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------------------- | :------------ | :------------ | :----------- | | Selling and marketing expenses | $3,062,211 | $3,055,186 | +0.23 | General and Administrative Expenses General and Administrative Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :----------------------------- | :------------ | :------------ | :----------- | | General and administrative expenses | $1,519,325 | $903,838 | +68.10 | - The increase in general and administrative expenses is primarily due to public market expenses167 Depreciation and Amortization Expenses Depreciation and Amortization Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :--------------------------- | :---------- | :---------- | :----------- | | Depreciation and amortization | $33,334 | $33,334 | 0.00 | Other Income and Expenses Other Income and Expenses (Three Months Ended June 30) | Metric | 2025 ($) | 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) | $749,024 | -105.29 | - The increase in interest expense is primarily due to an advance, shares issued related to the modification of notes payable, and a new May 2025 loan169 Net Income Net Income (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :-------- | :------------ | :------------ | :----------- | | Net income | $1,473,237 | $655,186 | +124.86 | - Net income significantly increased due to a gain on settlement of loans170 Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024 This section analyzes Synergy CHC Corp.'s financial performance for the six months ended June 30, 2025 and 2024 Revenue Revenue (Six Months Ended June 30) | Category | 2025 ($) | 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 | $17,436,703 | -6.59 | - Nutraceuticals revenue decreased due to a non-recurring new product sell-in in 2024, partially offset by new license revenue172 Cost of Revenue Cost of Revenue (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :------------- | :------------ | :------------ | :----------- | | Cost of revenue | $3,902,904 | $5,086,029 | -23.26 | - The decrease in cost of revenue was primarily due to the overall decrease in revenue173 Gross Profit Gross Profit (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------- | :------------- | :------------- | :----------- | | Gross profit | $12,402,626 | $12,350,674 | +0.42 | | Gross margin (%) | 76 | 71 | +5 pp | - The slight increase in gross profit and improved gross margin are related to the new license revenue174 Operating Expenses Selling and Marketing Expenses Selling and Marketing Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :---------------------- | :------------ | :------------ | :----------- | | Selling and marketing expenses | $5,938,482 | $6,639,863 | -10.57 | - The decrease in selling and marketing expenses is primarily due to lower revenue and improved management of promotions175 General and Administrative Expenses General and Administrative Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :----------------------------- | :------------ | :------------ | :----------- | | General and administrative expenses | $2,826,039 | $2,252,223 | +25.48 | - The increase in general and administrative expenses is primarily due to public market expenses176 Depreciation and Amortization Expenses Depreciation and Amortization Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | Change (YoY) (%) | | :--------------------------- | :---------- | :---------- | :----------- | | Depreciation and amortization | $66,667 | $66,667 | 0.00 | Other Income and Expenses Other Income and Expenses (Six Months Ended June 30) | Metric | 2025 ($) | 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 | $1,849,634 | -43.60 | - The increase in interest expense is primarily due to an advance taken in 2025, shares issued related to the modification of notes payable, and a new May 2025 loan178 Net Income Net Income (Six Months Ended June 30) | Metric | 2025 ($) | 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 settlements179 Liquidity and Capital Resources This section discusses Synergy CHC Corp.'s cash position, cash flows, and overall capital management Overview - As of June 30, 2025, the Company had $1,458,561 in cash on hand and $100,000 in restricted cash for credit card collateral180 Cash Flows from Operating Activities Net Cash Used in Operating Activities (Six Months Ended June 30) | Metric | 2025 ($) | 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 settlement182 Cash Flows from Investing Activities - The Company used $0 in net cash for investing activities for both the six months ended June 30, 2025 and 2024184 Cash Flows from Financing Activities Net Cash Provided by Financing Activities (Six Months Ended June 30) | Metric | 2025 ($) | 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 payable185186 Key Near-Term Initiatives - The Company plans to organically grow existing product lines, develop and launch new products, expand into new markets, and pursue additional strategic acquisitions187 Off-Balance Sheet Arrangements - The Company had no off-balance sheet arrangements during the six months ended June 30, 2025, or the year ended December 31, 2024188 Inflation - The effect of inflation on the Company's operating results was not significant in the six months ended June 30, 2025 or 2024189 Critical Accounting Estimates - Critical accounting estimates include those related to revenue recognition and accounts receivable allowances190 Recent Accounting Pronouncements - Information on recent accounting pronouncements is detailed in Note 2 to the unaudited condensed consolidated financial statements191 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 risk192 Item 4. Controls and Procedures Management concluded Synergy CHC Corp.'s disclosure controls were not effective as of June 30, 2025 Evaluation of Disclosure Controls and Procedures - 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 timely193 Changes in Internal Control Over Financial Reporting - There have been no material changes in internal control over financial reporting during the quarter ended June 30, 2025194 PART II—OTHER INFORMATION Item 1. Legal Proceedings 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 litigation197 Item 1A. Risk Factors 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 occurred198 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 period199200201 Item 3. Defaults Upon Senior Securities Synergy CHC Corp. reported no defaults upon senior securities - No defaults upon senior securities were reported202 Item 4. Mine Safety Disclosures This item is not applicable to Synergy CHC Corp - This item is not applicable to the Company203 Item 5. Other Information 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, 2025205 Item 6. Exhibits 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 certifications206207 SIGNATURES Signature Block 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, 2025212