SNYR Synergy CHC Corporation (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 18, 2015

 

  Synergy CHC Corp.  

  (Exact name of registrant as specified in its charter)  

 

Nevada		000-55098		99-0379440
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer ID Number)

 

865 Spring Street, Westbrook, ME		04092
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code

(615) 939-9004

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A (Amendment No. 1) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by Synergy CHC Corp. on August 21, 2015 (the “Original 8-K”) announcing the closing on August 18, 2015 of a contribution agreement with Hand MD Corp., a Delaware corporation, where we acquired 50% of Hand MD Corp.’s outstanding securities (the “Acquisition”). Simultaneously, Hand MD, LLC, a California limited liability company, entered into a Contribution Agreement with Hand MD Corp., the principal owners of Hand MD, LLC, and us whereby Hand MD LLC contributed to Hand MD Corp. all of its right, title and interest in its intellectual property and inventory associated with skincare, nail care and nail polish products (the “Hand MD Properties”) in exchange for the other 50% of Hand MD Corp.’s outstanding capital securities.

 

In the Original 8-K, we indicated that we would file the historical and pro forma financial information required under Item 9.01 with respect to the Acquisition within 71 days of the due date of the Original 8-K, as permitted by the SEC rules. The Company has considered the guidance pursuant to Rule 11-01(d) of Regulation S-X and related interpretations and has concluded the acquisition of the Hand MD Properties is the acquisition of assets and not of a business. Accordingly, we will not be filing historical financial statements as indicated in the Original 8-K. We are now filing this Amendment No. 1 to include the required pro forma financial information as a result of the completion of the Acquisition.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)	Financial statements of businesses acquired.
	Not applicable.
(b)	Pro forma financial information.

 

The unaudited pro forma balance sheet of our company as of June 30, 2015 as if the Acquisition had occurred at June 30, 2015, is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

(c)	Shell company transactions.
	Not applicable.
(d)	Exhibits

 

	Exhibit No.		Description
	99.1		Unaudited pro forma balance sheet of our company as of June 30, 2015.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SYNERGY CHC CORP.
Date: November 3, 2015	/s/ Jack Ross
	Jack Ross
	President and Chief Executive Officer

 

 

Exhibit 99.1

 

Synergy CHC Corp.

(formerly Synergy Strips Corp.)

Pro Forma Consolidated Balance Sheets

(unaudited)

 

		June 30, 2015				Pro Forma				Reference				Pro Forma
		As Reported				Adjustments				No.				Consolidated
Assets
Current Assets:
Cash and cash equivalents		$	637,238			$	(105,767	)			(1	)		$	531,441
Accounts Receivable			1,720,385												1,720,385
Receivable from related party			168,197												168,197
Prepaid expenses			73,661												73,661
Inventory			391,130				105,767				(1	)			496,927
Total Current Assets			2,990,611				-								2,990,611
Fixed assets, net			1,441												1,441
Goodwill			2,923,047												2,923,047
Intangible assets, net			2,862,090				1,500,000				(2	)			4,362,090
Debt issuance cost, net			225,693												225,693
Total Assets		$	9,002,882				1,500,000							$	10,502,882
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities:
Accounts payable and accrued liabilities		$	1,263,012											$	1,263,012
Notes payable, related party			-												-
Current portion of long-term debt			750,000												750,000
Current portion of long-term debt, related party			300,000												300,000
Total Current Liabilities			2,313,012				-								2,313,012
Long-term Liabilities:
Note payable			750,000												750,000
Note payable, net of debt discount, related party			5,130,561												5,130,561
Total Long-term Liabilities			5,880,561				-								5,880,561
Total Liabilities			8,193,573				-								8,193,573
Commitments and contingencies			-												-
Stockholders’ Equity (Deficit):
Common stock, $0.00001 par value; 75,000,000 shares authorized; 67,095,187 and 62,100,000 shares issued and outstanding, respectively			671												671
Common stock to be issued			64,000				1,500,000				(2	)			1,564,000
Additional paid in capital			4,382,469												4,382,469
Accumulated deficit			(3,637,831	)											(3,637,831	)
Total stockholders’ equity (deficit)			809,309				1,500,000								2,309,309
Total Liabilities and Stockholders’ Equity (Deficit)		$	9,002,882				1,500,000							$	10,502,882

 

(1) To record cash paid for Hand MD inventory.

(2) To record acquisition of intangible property in exchange for 2,142,857 shares of common stock valued at $0.70 per share.