Form S-1MEF - Registration adding securities to prior Form S-1 registration [Rule 462(b)]

As filed with the Securities and Exchange Commission on October 22, 2024

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_________________________

Synergy CHC Corp.
(Exact name of registrant as specified in its charter)

_________________________

Nevada		2833		99-0379440
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

865 Spring Street
Westbrook, Maine 04092
[phone]
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

_________________________

Jack Ross
Chief Executive Officer
c/o Synergy CHC Corp.
865 Spring Street
Westbrook, Maine 04092
[phone]
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________________

Copies to:

W. David Mannheim Michael K. Bradshaw, Jr. Nelson Mullins Riley & Scarborough LLP 301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 [phone]

Mitchell S. Nussbaum Alexandria E. Kane Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 [phone]

_________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File Number 333-280556)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

		Large accelerated filer		☐		Accelerated filer		☐
		Non-accelerated filer		☒		Smaller reporting company		☒
						Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by Synergy CHC Corp., a Nevada corporation (the “Registrant”) by 172,500 shares, 22,500 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock, and 15,525 additional shares of common stock underlying representative warrants. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Filing Fee Table (Exhibit 107) filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-280556) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.    All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1, as amended (SEC File No. 333-280556) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit Number		Description
5.1		Opinion of Nelson Mullins Riley & Scarborough LLP
23.1		Consent of RBSM LLP
23.2		Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1)
24.1		Power of Attorney (Incorporated by reference to Exhibit 24.1 filed with the Company’s Registration Statement on Form S-1 on June 28, 2024)
107		Filing Fee Table

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westbrook, State of Maine, on the 22nd day of October, 2024.

		SYNERGY CHC CORP.
		By:		/s/ Jack Ross
				Jack Ross
				Chief Executive Officer and Chairman

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE		TITLE		DATE
/s/ Jack Ross		Chief Executive Officer and Chairman		October 22, 2024
Jack Ross		(principal executive officer)
/s/ Stacy B. McLaughlin		Chief Financial Officer		October 22, 2024
Stacy B. McLaughlin		(principal financial officer)
*		President and Director Nominee		October 22, 2024
Alfred Baumeler
*		Senior Vice President of Finance and Operations		October 22, 2024
Jaime Fickett		(principal accounting officer)
*		Director		October 22, 2024
J. Paul SoRelle

____________

*        The undersigned, by signing his name hereto, signs and executes this Amendment to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission on June 28, 2024.

/s/ Jack Ross
Jack Ross
Attorney-in-Fact

II-2

Exhibit 5.1

 

	NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW
	301 Hillsborough Street, Suite 1400 Raleigh, NC 27603 T 919.329.3800 F 919.329.3799 nelsonmullins.com

 

October 22, 2024

 

Synergy CHC Corp.

865 Spring Street

Westbrook, Maine 04092

 

Re: Registration Statement on Form S-1MEF

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-1 (the “Registration Statement”) of Synergy CHC Corp., a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of: (a) an aggregate of up to 172,500 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”); (b) the representative’s warrants that will be issued by the Company to the representative of the underwriters of the offering (the “Representative’s Warrants”); and (c) a number of shares of Common Stock equal to 9% of the Shares sold in the offering, issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”). The Registration Statement incorporates by reference the Registration Statement on Form S-1, as amended (File No. 333-280556) (the “Prior Registration Statement”), including the prospectus which forms a part of the Prior Registration Statement.

 

In arriving at the opinions expressed below, we have examined the Prior Registration Statement, originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen common stock certificates, and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that: (i) the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable; (ii) the Representative’s Warrant Shares, when issued upon exercise of the Representative’s Warrants, will be validly issued, fully paid and non-assessable; and (iii) the Representative’s Warrants, when issued as set forth in the Registration Statement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota

New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia

 

 

 

 

Synergy CHC Corp.

October 22, 2024

Page 2

 

The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:

 

A. Our opinion expressed herein is limited to the federal laws of the United States, the laws of the State of New York and Chapter 78 of the Nevada Revised Statutes. The opinions expressed herein are based upon the federal laws of the United States, the laws of the State of New York and Chapter 78 of the Nevada Revised Statutes in effect on the date hereof and as of the effective date of the Registration Statement. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

 

B. The opinion in clause (iii) above is subject to (a) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (b) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, liquidated damages, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

	Very truly yours,
	/s/ Nelson Mullins Riley & Scarborough LLP

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated June 26, 2024, except for Note 17, as to which the date is September 16, 2024 with respect to the consolidated financial statements of Synergy CHC Corp. as of and for the years ended December 31, 2023 and 2022 included in Amendment No. 7 to the Registration Statement (Form S-1 No. 333-280556) and related Prospectus of Synergy CHC Corp. for the registration of its common stock

 

/s/ RBSM LLP

 

New York, NY

October 22, 2024

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

 

Synergy CHC Corp.

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Stock, par value $0.00001 per share(1)(2)		457(a)			172,500			$	9.00			$	1,552,500	(3)(4)			0.00015310			$	237.69
		Other		Representative’s Warrants(5)		Other			—				—				—				—				—
		Equity		Common Stock issuable upon the exercise of the Representative’s Warrants(6)		457(a)			15,525			$	11.70			$	181,642.50				0.00015310			$	27.81
		Total Offering Amounts														$	1,734,142.50				—			$	265.50
		Total Fees Previously Paid															—				—				—
		Total Fee Offsets															—				—				—
		Net Fee Due															—				—			$	265.50

 

(1)	Represents only the additional number of shares being registered and includes shares of common stock issuable upon the exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-280556).
(2)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock registered hereby also includes an indeterminable number of additional securities that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)	The Registrant previously registered securities with an aggregate offering price not to exceed $14,130,050 on a Registration Statement on Form S-1, as amended (File No. 333-280556), for which a filing fee of $2,163.32 was previously paid. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed aggregate offering price of $1,734,142.50 are hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
(4)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
(5)	No fee required pursuant to Rule 457(g).
(6)	We have agreed to issue to the representative of the underwriters (the “Representative”), upon the closing of this offering, warrants to purchase up to an aggregate number of shares of our common stock (the “Representative’s Warrants”) in an aggregate equal to nine percent (9%) of the aggregate number of shares of common stock to be issued and sold in this offering. The Representative’s Warrants are exercisable at a per share price equal to 130% of the public offering price per share of the shares of common stock sold in this offering. Represents only the additional proposed aggregate offering price of Representative’s Warrants.

 

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