DEF: Synergy CHC Corp. Seeks Stockholder Approval for Director Elections, Auditor Ratification, Equity Plan Amendment, and Preferred Stock Authorization

Synergy CHC Corp. is holding its 2025 annual meeting of stockholders to vote on key proposals including the election of directors, ratification of auditors, an amendment to the equity incentive plan, and authorization to issue preferred stock.

Summary

• Synergy CHC Corp. is holding its 2025 annual meeting of stockholders on June 18, 2025, via live webcast.
• Stockholders will vote on the election of five directors, ratification of RBSM LLP as the company's independent auditors for the fiscal year ending December 31, 2025, and an amendment to the 2024 Equity Incentive Plan to increase the number of shares available for issuance to 2,252,102.
• Additionally, stockholders will vote on an amendment to the Articles of Incorporation to authorize the issuance of up to 1,000,000 shares of preferred stock.
• The board of directors recommends voting in favor of all proposals.
• The record date for determining stockholders eligible to vote is April 21, 2025.
• The company has made proxy materials available online and mailed a Notice of Internet Availability of Proxy Materials to stockholders.

Sentiment

Score: 6

Explanation: The document is a standard proxy statement, presenting necessary information for shareholder voting. While it includes positive aspects like corporate governance policies, it also reveals related party transactions and financial obligations, resulting in a neutral to slightly positive sentiment.

Positives

• The board of directors is actively involved in overseeing the company's day-to-day activities.
• The company has adopted a written code of business ethics and conduct that applies to its directors, officers, and employees.
• The company has an executive officer incentive compensation clawback policy that may be applied in the event of a material financial restatement.
• The company is providing internet voting to facilitate stockholder attendance and participation.

Negatives

• One Form 4 covering fifty four transactions was filed late for Mr. Ross.
• The company has related party transactions, including consulting fees paid to Kenek Brands Inc., a company owned by the CEO, Jack Ross, totaling $1,321 in 2024 and $500,000 in 2023.
• The company owes Knight $12,335,452 on a loan with an interest rate of 12% per year.

Risks

• The authorization to issue preferred stock could potentially be used to create voting impediments or dilute the stock ownership of holders of common stock seeking to obtain control of the company.
• The company faces cybersecurity risks and those other risks described under the section titled Risk Factors included in our Annual Report on Form 10 -K filed with the SEC on March 31, 2025.

Future Outlook

The Board believes that the increase in the number of shares available for issuance under our 2024 Plan is essential to permit our management to continue to provide long -term , equity -based incentives to present and future key employees, consultants and directors.

Management Comments

• Jack Ross, Chief Executive Officer and Chairman of the Board, thanks stockholders for their continued support and encourages them to vote by proxy.

Industry Context

The authorization of preferred stock is a common practice among publicly traded companies to provide flexibility in financing transactions.

Comparison to Industry Standards

• The document does not contain enough information to make a comparison to industry standards.

Management Changes

Corporate Governance

Related Party Transactions

• The company has a Sales and Marketing Consultant and Distribution Agreement with Kenek Brands, Inc., a company owned by Jack Ross, the Chief Executive Officer.
• The company has transactions with BoomBod Ltd., a related party 100% indirectly owned by Jack Ross, the Chief Executive Officer.
• The company has transactions with Gowan Properties Inc., a related party 100% indirectly owned by Jack Ross, the Chief Executive Officer.
• The company has a Security Agreement with Knight Therapeutics, Inc. (Knight Therapeutics) (an affiliate of an owner of greater than 10% of our outstanding common stock) through its wholly owned subsidiary Neuragen Corp., for the purchase of the assets of Knight Therapeutics, Inc.

Stakeholder Impact

• Approval of the proposals could impact shareholders through potential dilution or changes in control.
• The equity incentive plan amendment could impact employees through potential equity awards.
• The authorization of preferred stock could impact the company's ability to raise capital.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K.

Key Dates

Keywords

proxy statement, annual meeting, directors, auditors, equity incentive plan, preferred stock, corporate governance, executive compensation, related party transactions