Synergy CHC Corp. Files S-1/A Amendment 5

TL;DR

Synergy CHC Corp. just filed another amendment (5!) to their S-1. Still cooking.

AI Summary

Synergy CHC Corp. filed an S-1/A amendment on September 16, 2024, for its registration statement. This filing, amendment number 5, relates to the Securities Act of 1933 and has SEC file number 333-280556. The company, formerly known as Synergy Strips Corp. and Oro Capital Corporation, Inc., is incorporated in Nevada and operates in the medicinal chemicals & botanical products sector.

Why It Matters

This S-1/A filing indicates ongoing regulatory activity for Synergy CHC Corp., potentially related to stock offerings or other securities transactions, which could impact investors and market perception.

Risk Assessment

Risk Level: medium — S-1/A filings often precede significant corporate actions like stock offerings, which can introduce volatility and dilution risk.

Key Numbers

• 5 — Amendment Number (Indicates this is the fifth revision to the registration statement.)
• 333-280556 — SEC File Number (Unique identifier for the registration statement.)

Key Players & Entities

• Synergy CHC Corp. (company) — Registrant
• September 16, 2024 (date) — Filing Date
• 333-280556 (other) — SEC File Number
• Synergy Strips Corp. (company) — Former Company Name
• Oro Capital Corporation, Inc. (company) — Former Company Name
• Nevada (jurisdiction) — State of Incorporation
• 2833 (other) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $0.00001 — 0 shares of our common stock, par value $0.00001 per share. We currently estimate that t
• $9.00 — ice of our common stock will be between $9.00 and $11.00. Prior to September&#x00a0
• $11.00 — common stock will be between $9.00 and $11.00. Prior to September 28, 2021,
• $6.0 — y 2015 for cash consideration of $6.0 million, including earnout. In N
• $7.0 — D 10.0 million (or approximately $7.0 million), using a mix of cash an
• $42.8 — year ended December 31, 2023 was $42.8 million, an increase of $4.4&#x0
• $4.4 — as $42.8 million, an increase of $4.4 million, or 11%, over net revenu
• $17.4 — x months ended June 30, 2024 was $17.4 million, a decrease of $1.3&#x00
• $1.3 — was $17.4 million, a decrease of $1.3 million, or 7.0% over net revenu
• $15.1 million — FOCUSfactor net revenue decreased from $15.1 million for the six months ended June 30, 2023
• $14.8 — r the six months ended June 30, 2023 to $14.8 million for the six month
• $37.2 m — or the year ended December 31, 2023 was $37.2 million, a 17.0% increase over FOCUSfacto
• $31.8 million — for the year ended December 31, 2022 of $31.8 million. Following the completion of this offe
• $42.8 m — nues, net income (loss) and EBITDA were $42.8 million, $6.3 million and $10.8 million,
• $6.3 million — e (loss) and EBITDA were $42.8 million, $6.3 million and $10.8 million, respectively, as com

Filing Documents

• ea0208324-09.htm (S-1/A) — 5862KB
• ea020832409ex3-1_synergy.htm (EX-3.1) — 16KB
• ea020832409ex23-1_synergy.htm (EX-23.1) — 3KB
• ex3-1_001.jpg (GRAPHIC) — 174KB
• ex3-1_002.jpg (GRAPHIC) — 180KB
• ex3-1_003.jpg (GRAPHIC) — 90KB
• ex3-1_004.jpg (GRAPHIC) — 83KB
• ex3-1_005.jpg (GRAPHIC) — 61KB
• ex3-1_006.jpg (GRAPHIC) — 59KB
• ex3-1_007.jpg (GRAPHIC) — 76KB
• ex3-1_008.jpg (GRAPHIC) — 108KB
• ex3-1_009.jpg (GRAPHIC) — 148KB
• ex3-1_010.jpg (GRAPHIC) — 86KB
• ex3-1_011.jpg (GRAPHIC) — 97KB
• ex3-1_012.jpg (GRAPHIC) — 85KB
• ex3-1_013.jpg (GRAPHIC) — 59KB
• ex3-1_014.jpg (GRAPHIC) — 63KB
• ex3-1_015.jpg (GRAPHIC) — 78KB
• ex3-1_016.jpg (GRAPHIC) — 70KB
• ex3-1_017.jpg (GRAPHIC) — 172KB
• ex3-1_018.jpg (GRAPHIC) — 85KB
• tsynergy_001.jpg (GRAPHIC) — 75KB
• timage_001.jpg (GRAPHIC) — 1194KB
• timage_002.jpg (GRAPHIC) — 407KB
• tpiechart_001.jpg (GRAPHIC) — 158KB
• 0001213900-24-079034.txt ( ) — 10852KB

RISK FACTORS

RISK FACTORS   12 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   28

USE OF PROCEEDS

USE OF PROCEEDS   30 MARKET FOR OUR COMMON STOCK   31 DIVIDEND POLICY   31 CAPITALIZATION   32

DILUTION

DILUTION   33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   35

BUSINESS

BUSINESS   47 MANAGEMENT   61 EXECUTIVE AND DIRECTOR COMPENSATION   67 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   72 PRINCIPAL STOCKHOLDERS   74

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK   76 SHARES ELIGIBLE FOR FUTURE SALE   79 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS   80

UNDERWRITING

UNDERWRITING   84 LEGAL MATTERS   91 EXPERTS   91 WHERE YOU CAN FIND MORE INFORMATION   91 INDEX TO FINANCIAL STATEMENTS   F-1 You should rely only on the information contained in this prospectus or in any free writing prospectus that we may provide to you in connection with this offering. Neither we nor any of the underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or in any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We can provide no assurance as to the reliability of any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus, and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of such free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. Trademarks We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks and trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ® , TM or SM symbols, but the

View Full Filing

View this S-1/A filing on SEC EDGAR