UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 3, 2015
Synergy
CHC Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
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000-55098 |
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99-0379440 |
(State
or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS
Employer
ID Number) |
865
Spring Street, Westbrook, ME |
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04092 |
(Address
of principal executive offices) |
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(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))
Item
1.01. Entry into a Material Definitive Agreement.
Loan
Amendment
In
connection with our acquisition of Breakthrough Products, Inc. (“Breakthrough”) on November 12, 2015, and NomadChoice
Pty Limited (trading as Flat Tummy Tea) (“Nomad”) on November 15, 2015, we entered into a First Amendment Agreement
to Loan Agreement (the “First Amendment Agreement”) with a subsidiary of Knight Therapeutics Inc. (“Knight”)
for a $5,500,000 (the “Loan”), as disclosed on our Current Report on Form 8-K filed November 18, 2015. The proceeds
of the Loan were used to acquire Breakthrough and Nomad.
On
December 3, 2015, we entered into an Amendment to First Amendment Agreement (the “Second Amendment Agreement”) with
Knight pursuant to which we agreed to grant distribution rights to Knight for Breakthrough’s products. To satisfy this obligation,
on December 3, 2015, we also entered into into an Amendment and Confirmation Agreement (the “Confirmation Agreement”)
with Knight, Nomad and Breakthrough to amend the Distribution, License and Supply Agreement dated January 22, 2015 (the “Distribution
Agreement”) between us and Knight to grant to Knight an exclusive license to commercialize any and all Nomad and Breakthrough
products and appoint Knight as the exclusive distributor to offer and sell those products in Canada, Israel, Romania, Russia and
each of the countries within Sub-Saharan Africa, which is the new “Territory” under the Distribution Agreement, as
amended. Pursuant to the Second Amendment Agreement, Nomad will buy all Flat Tummy Tea products within the Territory for direct
to consumer sales exclusively from Knight and/or its affiliates at cost of goods plus 60% of gross sales.
Breakthrough
guaranteed our obligations under the Loan and secured that guarantee with a first priority security interest in all of its present
and future personal property assets.
The
foregoing descriptions of the Second Amendment Agreement and the Confirmation Agreement are not complete and are qualified in
their entirety by reference to the Second Amendment Agreement and the Confirmation Agreement, which are filed as Exhibits 10.16
and 10.17, respectively, to this Current Report on Form 8-K, and are incorporated into this report by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
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10.16 |
|
Amendment
to First Amendment to Loan Agreement, dated December 3, 2015, between Knight Therapeutics
(Barbados) Inc. and Synergy CHC Corp., f/k/a Synergy Strips Corp. |
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|
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10.17 |
|
Amendment
and Confirmation Agreement, dated December 3, 2015 among Knight Therapeutics (Barbados) Inc., NomadChoice Pty Ltd., Synergy
CHC Corp., and Breakthrough Products, Inc. |
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.
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SYNERGY
CHC CORP. |
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Date:
December 9, 2015 |
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/s/
Jack Ross |
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|
Jack
Ross |
|
|
President
and Chief Executive Officer |
Exhibit 10.16
AMENDMENT
TO FIRST AMENDMENT AGREEMENT entered into as of the 3rd day of December, 2015 (the “Amendment”).
BETWEEN: |
KNIGHT
THERAPEUTICS (BARBADOS) INC., a corporation formed under the laws
of Barbados; |
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|
(hereinafter
called the “Lender”) |
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AND: |
SYNERGY
CHC CORP., a corporation formed under the laws of the State of Nevada; |
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(hereinafter
called the “Synergy”) |
WHEREAS
Synergy (then known as Synergy Strips Corp.) and the Lender are parties to that certain loan agreement (as amended by the
First Amendment, the “Loan Agreement”) made as of the 21st day of January, 2015, pursuant to which
the Lender has extended a loan to Synergy in the principal amount of Six Million United States Dollars (US$6,000,000) as amended
by a first amendment to the loan agreement made as of November 12, 2015 (the “First Amendment”) pursuant to
which the Lender has extended an additional loan to Synergy in the principal amount of Five Million Five Hundred Thousand United
States Dollars (US$5,500,000) (the “Additional Loan”);
WHEREAS
the Lender and Synergy desire to amend the First Amendment to, inter alia, modify the conditions precedent for the
second tranche of the Additional Loan;
NOW,
THEREFORE, IN CONSIDERATION of these presents and of the mutual covenants hereinafter contained, the parties have agreed as
follows:
Article
1
interpretation
In
this Amendment, capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.
Article
2
amendments
| 2.1 | Amendments
to the First Amendment |
The
Borrower and the Lender hereby agree to amend the First Agreement as follows:
|
2.1.1 |
Section
2.1.1 of the First Amendment is hereby amended by inserting the following definition: |
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“Amendment
and Confirmation Agreement” means that certain agreement among the Lender, Synergy, Nomad and Breakthrough by which
Nomad and Breakthrough confirm that the terms of the distribution, license and supply agreement dated January 22, 2015 between
Synergy and the Lender apply to them and by which the parties amend certain provisions of such distribution, license and supply
agreement; |
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2.1.2 |
Section
2.1.1 of the First Amendment is hereby amended by deleting the definition of “Lender’s Nomad Distribution Agreement”. |
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2.1.3 |
Section
3.2.5 of the First Amendment is hereby amended to replace “Lender’s Nomad Distribution Agreement” by “Amendment
and Confirmation Agreement”. |
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2.1.4 |
Article
3 of the First Amendment is hereby amended by adding the following: |
| 3.5 | Distribution
Agreement |
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The
Lender, Nomad and Borrower shall enter into, execute and deliver a distribution agreement within thirty (30) days of the disbursement
of the second tranche of the Additional Loan with the following terms and conditions: |
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(a) |
Lender
and/or its affiliates shall grant to Nomad non-exclusive distribution rights for “Flat Tummy Tea” products in
the Territory for direct to consumer sales; and |
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(b) |
Nomad
shall buy its “Flat Tummy Tea” products in the Territory for direct to consumer sales under the distribution agreement
on an exclusive basis from the Lender and/or its affiliates at cost of goods plus 60% of gross sales. |
|
2.1.5 |
From
and after the date hereof, (i) all references in the First Amendment to “this First Amendment” shall mean the
First Amendment as amended by this Amendment, and as may otherwise be amended, restated, supplemented or otherwise modified
from time to time, and (ii) all references in the other Loan Documents to the “Loan Agreement” (or words of similar
import) shall be deemed to be references to the Loan Agreement as amended by the First Amendment as amended by this Amendment,
and as may otherwise be amended, restated, supplemented or otherwise modified from time to time. All references in any of
the Loan Documents to the “Loan Documents” shall mean the Loan Documents as amended by this Amendment and as may
otherwise be amended restated, supplemented or otherwise modified from time to time. |
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2.1.6 |
Except
as expressly amended by this Amendment, all other provisions of the First Amendment and the Transaction Documents not specifically
amended hereby shall remain unchanged and in full force and effect. |
Article
3
MISCELLANEOUS
Each
of the Borrower and the Lender shall, from time to time hereafter and upon any reasonable request of the other party, execute
and deliver such further agreements and documents and do all such other acts and things as may be necessary or appropriate to
give effect to the foregoing.
Time
shall be of the essence of this Amendment.
If
any provision of this Amendment is found by final judgment of a court of competent jurisdiction to be invalid or unenforceable
in whole or in part, such provision (or part thereof, as the case may be) shall be severable and such finding shall not affect
the validity or enforceability of the remainder of such provision or of any other provision hereof.
This
Amendment shall enure to the benefit of and be binding upon the parties hereto and their permitted assigns.
This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together,
shall constitute one and the same instrument.
In
the event of any conflict or inconsistency between the terms and conditions of this Amendment and the terms and conditions of
any other Transaction Document, including the Loan Agreement and the First Amendment, the terms and conditions of this Amendment
shall prevail and be paramount to the extent of such conflict or inconsistency.
This
Amendment will be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable
therein.
The
parties acknowledge that they have requested that this Amendment and all ancillary documents be drawn up in the English language
only. Les parties reconnaissent avoir exigé que cette convention ainsi que tous les documents y reliés soient
rédigés en anglais seulement.
IN
WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date and at the place first hereinabove set
forth.
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KNIGHT
THERAPEUTICS (BARBADOS) INC. |
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By: |
/s/
Michael Loustric |
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Name: |
Michael
Loustric |
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Title: |
President |
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SYNERGY
CHC CORP. |
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By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
Title: |
Chief
Executive Officer |
Exhibit
10.17
AMENDMENT
AND CONFIRMATION AGREEMENT
THIS
AGREEMENT, effective December 3rd, 2015, by and among KNIGHT THERAPEUTICS (BARBADOS) INC. (“Knight”),
a corporation incorporated under the laws of Barbados, NOMAD CHOICE PTY LTD. (“Nomad”), a corporation
formed under the laws of Australia, and SYNERGY CHC CORP. (“Synergy”), a corporation formed under
the laws of the State of Nevada, and BREAKTHROUGH PRODUCTS, INC. (“Breakthrough”), a corporation formed
under the laws of Delaware.
WHEREAS
Synergy and Knight are parties to that certain distribution, license and supply agreement dated January 22, 2015 as may be
amended, supplemented or restated from time to time (the “DLS Agreement”);
WHEREAS
pursuant to the DLS Agreement, Synergy, for itself and on behalf of its Affiliates, has named Knight its exclusive distributor
of Licensed Products in the Territory;
WHEREAS
Synergy has acquired all of the shares of Nomad effective November 16, 2015 and, as and from that date, Nomad became an Affiliate;
WHEREAS
Synergy has acquired all of the shares of Breakthrough effective November 12, 2015 and as and from that date, Breakthrough
became an Affiliate;
WHEREAS
the parties wish to confirm that the terms and conditions of the DLS Agreement apply to Nomad and Breakthrough effective from
the dates each became an Affiliate;
WHEREAS
the parties wish to confirm certain amendments to the DLS Agreement;
NOW
THEREFORE in consideration of the mutual promises and covenants contained herein, the Parties, intending to be legally bound,
agree as follows:
1 |
DEFINITIONS |
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1.1 |
Definitions.
Unless the context otherwise indicates, defined terms used in this Agreement shall have the meaning ascribed thereto in the
DLS Agreement. |
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2 |
GRANT
OF RIGHTS |
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|
2.1 |
Each
of Nomad and Breakthrough hereby confirms that it is subject to the terms and conditions of the DLS Agreement, as hereby amended,
as if it were an original signatory thereto. |
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2.2 |
The
DLS Agreement is hereby amended by replacing the definition of “Licensed Product” as follows: |
“(i)
with respect to Synergy means FocusFactor, FocusFactor Kids, Synergy Strips and all Improvements thereto, and (ii) with respect
to Nomad, Breakthrough and any other Subsidiary of Synergy means all of the their present and future products (including with
respect to Nomad “Flat Tummy Tea” and with respect to Breakthrough “urgentRX”)”.
2.3 |
The
DLS Agreement is hereby amended by replacing the definition of “Territory” as follows: |
“Territory
(i) means Canada, Israel, Romania, Russia and each of the countries within Sub-Saharan Africa.”
2.4 |
The
DLS Agreement is hereby amended by deleting (i) Section 11 thereof and (ii) all references in the DLS Agreement to the defined
term “Additional Territory”. |
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2.5 |
Section
9.3 of the DLS Agreement is deleted and replaced with the following: |
“9.3
Termination of Knight. Knight may terminate this Agreement in whole or in part (including with respect to a particular
Licensed Product and/or Territory or a particular Territory in respect of a particular Licensed Product) by notice in writing
given not less than sixty (60) days prior to the intended termination date.”
3 |
OTHER
PROVISIONS |
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3.1 |
Waiver.
No failure to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof. Any waiver
granted hereunder shall only be applicable the specific acts covered thereby and shall not apply to any subsequent events,
acts, or circumstances. |
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3.2 |
Severability.
In the event any portion of this Agreement shall be held illegal, void or ineffective, the remaining portion hereof shall
remain in full force and effect. If any of the terms or provisions of this Agreement are in conflict with any applicable statute
or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith and
shall be deemed to be modified to conform with such statute or rule of law. |
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3.3 |
Governing
Law. This Agreement all disputes arising out of or relating to this Agreement, or the performance,
enforcement, breach or termination hereof or thereof, and any remedies relating thereto, shall be construed, governed by and
interpreted in accordance with the laws of the State of New York. |
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3.4 |
Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be considered one and the same Agreement
and shall become effective when a counterpart hereof has been signed by each of the Parties and delivered to the other Party. |
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3.5 |
Time
of Essence. Time shall be of the essence of this Agreement and of each provision hereof. |
In
witness whereof, the parties have signed this Agreement.
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KNIGHT
THERAPEUTICS
(BARBADOS) INC. |
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By: |
/s/
Michael Loustric |
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Name: |
Michael
Loustric |
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Title: |
President |
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NOMAD
CHOICE PTY LTD. |
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By: |
/s/
Jack Ross |
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Name: |
Jack
Ross |
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Title: |
Chief
Executive Officer |
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SYNERGY
CHC CORP. |
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By: |
/s/
Jack Ross |
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Name: |
Jack
Ross |
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Title: |
Chief
Executive Officer |
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BREAKTHROUGH
PRODUCTS, INC. |
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By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
Title: |
Chief
Executive Officer |
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