Amended Statement of Beneficial Ownership (sc 13d/a)
October 20 2017 - 4:36PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
SYNERGY
CHC CORP.
(Name
of Issuer)
Common
Stock, $0.00001 par value
(Title
of Class of Securities)
87165D
109
(CUSIP
Number)
Gowan
Private Equity Inc.
Dunhill
Distribution Group, Inc.
Gowan
Capital Inc.
Jack
Ross
275
Canterbury Lane
Fall
River, Nova Scotia B2T 1A4
(902)
237-1220
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
9, 2017
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
[ ]
CUSIP
No. 87165D 109
Page 2 of 7
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1.
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Name
of Reporting Person
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Gowan
Private Equity Inc.
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2.
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Check
the Appropriate Box if a Member of a Group
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a)
[X]
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b)
[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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WC
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5.
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Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
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Not
Applicable
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6.
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Citizenship
or Place of Organization
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Fall
River, Nova Scotia
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7.
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Sole
Voting Power
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Number
of
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43,780,750
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Shares
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Beneficially
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8.
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Shared
Voting Power
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Owned
By
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Each
Reporting
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48,389,399
(1)
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Person
with
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9.
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Sole
Dispositive Power
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43,780,750
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10.
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Shared
Dispositive Power
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48,389,399
(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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48,389,399
(1)
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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Not
Applicable
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13.
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Percent
of Class Represented by Amount in Row (11)
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53.6%
(2)
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14.
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Type
of Reporting Person
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CO
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(1)
Includes 1,000,000 shares of Common Stock, par value $0.00001 per share (the “
Common Stock
”) of Synergy CHC
Corp. (the “
Issuer
”) subject to options held by Kenek Brands, Inc., which is wholly-owned by Mr. Ross, that
are exercisable within 60 days of October 20, 2017.
(2)
The calculation is based on 89,237,683 shares of Common Stock of the Issuer outstanding as of August 10, 2017, according to information
set forth in the Issuer‘s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 (“
Form 10-Q
”),
filed with the U.S. Securities and Exchange Commission (the “
SEC
”) on August 14, 2017.
CUSIP
No. 87165D 109
Page 3 of 7
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1.
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Name
of Reporting Person
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Dunhill
Distribution Group, Inc.
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2.
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Check
the Appropriate Box if a Member of a Group
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a)
[X]
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b)
[ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
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WC
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5.
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Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
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Not
Applicable
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6.
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Citizenship
or Place of Organization
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Fall
River, Nova Scotia
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7.
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Sole
Voting Power
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Number
of
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3,208,649
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Shares
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Beneficially
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8.
|
Shared
Voting Power
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Owned
By
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Each
Reporting
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48,389,399
(1)
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Person
with
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9.
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Sole
Dispositive Power
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3,208,649
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10.
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Shared
Dispositive Power
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48,389,399
(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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48,389,399
(1)
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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Not
Applicable
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13.
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Percent
of Class Represented by Amount in Row (11)
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53.6%
(2)
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14.
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Type
of Reporting Person
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CO
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CUSIP
No. 87165D 109
Page 4 of 7
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1.
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Name
of Reporting Person
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Gowan
Capital Inc.
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2.
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Check
the Appropriate Box if a Member of a Group
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a)
[X]
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b)
[ ]
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3.
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SEC
Use Only
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4.
|
Source
of Funds (See Instructions)
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WC
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5.
|
Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
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Not
Applicable
|
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6.
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Citizenship
or Place of Organization
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Fall
River, Nova Scotia
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7.
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Sole
Voting Power
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Number
of
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400,000
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Shares
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Beneficially
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8.
|
Shared
Voting Power
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Owned
By
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Each
Reporting
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48,389,399
(1)
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Person
with
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9.
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Sole
Dispositive Power
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400,000
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10.
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Shared
Dispositive Power
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48,389,399
(1)
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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48,389,399
(1)
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12.
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
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Not
Applicable
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13.
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Percent
of Class Represented by Amount in Row (11)
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53.6%
(2)
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14.
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Type
of Reporting Person
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CO
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CUSIP
No. 87165D 109
Page 5 of 7
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1.
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Name
of Reporting Person
|
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Jack
Ross
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2.
|
Check
the Appropriate Box if a Member of a Group
|
|
|
|
|
|
a)
[X]
|
|
|
b)
[ ]
|
|
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
|
|
|
4.
|
Source
of Funds (See Instructions)
|
|
|
|
|
|
Not
Applicable
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
|
Not
Applicable
|
|
|
|
|
6.
|
Citizenship
or Place of Organization
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Canada
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7.
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Sole
Voting Power
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Number
of
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57,111,443
(1)
(3)
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Shares
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Beneficially
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8.
|
Shared
Voting Power
|
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Owned
By
|
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|
Each
Reporting
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0
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Person
with
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9.
|
Sole
Dispositive Power
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48,389,399
(1)
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10.
|
Shared
Dispositive Power
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0
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11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
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57,111,443
(3)
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12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
|
|
|
|
Not
Applicable
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
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63.3%
(2)
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14.
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Type
of Reporting Person
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IN
|
(3)
On August 9, 2017, pursuant to an Irrevocable Proxy to Vote Stock of Synergy CHC Corp. (the “
Proxy
”), Knight
Therapeutics (Barbados) Inc. (“
Knight
”) appointed Mr. Ross proxy with respect to that number of shares of the
Issuer’s Common Stock owned by Knight in excess of 10% of the outstanding number of voting shares of the Issuer at such
time. As reported in the Issuer’s Form 10-Q, 89,237,683 voting shares of the Issuer were outstanding as of August 10, 2017.
Accordingly, as of the date hereof, Mr. Ross has sole voting power over 8,722,044 shares of the Issuer’s voting shares owned
by Knight, which such shares are included in this Item.
CUSIP
No. 87165D 109
Page 6 of 7
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This
Amendment No. 1 on Schedule 13D (“
Amended Schedule 13D
”) amends the statement on Schedule 13D, dated April
19, 2015 (“
Original Schedule 13D
”) relating to the Common Stock of the Issuer filed by:
Gowan
Private Equity Inc. (“
Gowan PE
”);
Dunhill
Distribution Group, Inc. (“
Dunhill
”);
Gowan
Capital Inc. (“
Gowan Cap
”); and
Jack
Ross
(collectively,
the “
Reporting Persons
”). Except as expressly amended below, the Original Schedule 13D remains in effect.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
information for Item 3 provided in the Original Schedule 13D is amended to report that Gowan PE, Dunhill and Gowan Cap beneficially
own an aggregate of 48,389,399 shares of the Issuer’s Common Stock and Mr. Ross beneficially owns an aggregate of 57,111,443
shares of the Issuer’s Common Stock
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Item
4.
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Purpose
of Transaction
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The
information for Item 4 provided in the Original Schedule 13D is hereby amended to add that voting power with respect to 8,722,044
shares beneficially owned by Knight has been appointed to Mr. Ross in accordance with the Proxy.
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Item
5.
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Interest
in Securities of the Issuer
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(a)
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See
rows (11) and (13) of the cover pages to the Amended Schedule 13D for the aggregate number of shares and percentages of the
shares beneficially owned by each of the Reporting Persons.
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(b)
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See
rows (7) through (10) of the cover pages to the Amended Schedule 13D for the number of shares as to which each Reporting Person
has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
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On
August 9, 2017, pursuant to the Proxy, Knight appointed Mr. Ross as proxy with respect to that number of shares of the
Issuer’s common stock owned by Knight in excess of 10% of the outstanding number of voting shares of the Issuer
at such time. As reported in the Issuer’s Form 10-Q, 89,237,683 voting shares of the Issuer were outstanding as
of August 10, 2017. Accordingly, as of the date hereof, Mr. Ross has sole voting power over 8,722,044 shares of the Issuer’s
voting shares owned by Knight. The Proxy remains in effect until February 9, 2018 and will automatically renew for additional
six month terms unless and until Knight gives no less than ten days prior written notice of termination after February
9, 2018.
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CUSIP No. 87165D 109
Page 7 of 7
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dated:
October 20, 2017
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GOWAN
PRIVATE EQUITY INC.
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By:
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/s/
Jack Ross
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Name:
|
Jack
Ross
|
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Title:
|
CEO
and President
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DUNHILL
DISTRIBUTION GROUP, INC.
|
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|
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By:
|
/s/
Jack Ross
|
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Name:
|
Jack
Ross
|
|
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Title:
|
CEO
and President
|
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|
GOWAN
CAPITAL INC.
|
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|
|
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By:
|
/s/
Jack Ross
|
|
|
Name:
|
Jack
Ross
|
|
|
Title:
|
CEO
and President
|
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|
JACK
ROSS
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By:
|
/s/
Jack Ross
|
|
|
Name:
|
Jack
Ross
|
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