101,710,000 Shares of Common Stock

 

 

Synergy CHC Corp.

This prospectus relates to the resale from time to time of up to 101,710,000 shares of common stock, par value $0.00001 (the "common stock"), of Synergy CHC Corp., a Nevada corporation (the "Company," "we," "our," and "us"), by Hudson Global Ventures, LLC (the "Selling Stockholder"). The 101,710,000 shares of common stock registered under the registration statement of which this prospectus forms a part (the "Registration Statement") consists of (i) 100,000,000 shares of common stock (the "ELOC Shares") issued to the Selling Stockholder as a result of the Company directing the Selling Stockholder to purchase such shares from time to time pursuant to an Equity Purchase Agreement dated May 8, 2026 (the "ELOC Purchase Agreement"), (ii) 1,540,000 shares of common stock (the "Warrant Shares") issuable upon the exercise of a warrant (the "Warrant") issued to the Selling Stockholder as a commitment fee upon the execution of the ELOC Purchase Agreement, and (iii) shares of common stock previously issued to the Selling Stockholder in connection with the consulting agreements between Selling Stockholder and the Company (the "Existing Shares"). See the section of this prospectus entitled "The ELOC Purchase Agreement" for a description of the terms and conditions of the ELOC Purchase Agreement, including the Warrant Shares and the Warrant.

The Selling Stockholder may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder. However, we may receive up to $36,000,000 in aggregate gross proceeds under the ELOC Purchase Agreement. We provide more information about how the Selling Stockholder may sell its shares of common stock in the section of this prospectus entitled "Plan of Distribution."