Amended Statement of Beneficial Ownership (sc 13d/a)
December 17 2015 - 3:55PM
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
(Title
of Class of Securities)
87165D
109
(CUSIP
Number)
Michel
Loustric
The
Business Center, Upton, St Michael BB11103 Barbados
(246)
266-8631
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER
14, 2015
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G 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. o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 87165D
109 |
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13D/A |
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Page
2 of 4 Pages |
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1. |
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Knight Therapeutics (Barbados) Inc. |
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2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) o |
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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) OO |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Barbados |
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
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7. |
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SOLE
VOTING POWER 19,277,8141 |
8. |
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SHARED
VOTING POWER 0 |
9. |
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SOLE
DISPOSITIVE POWER 19,277,8141 |
10. |
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SHARED
DISPOSITIVE POWER 0 |
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11. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,277,8141 |
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12. |
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ¨ |
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13. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%2 |
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14. |
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TYPE
OF REPORTING PERSON (see instructions) CO |
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CUSIP No. 87165D
109 |
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13D/A |
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Page
3 of 4 Pages |
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The
following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1). This Amendment No.
1 amends the Schedule 13D as specifically set forth herein.
Item
3. Source or Amount of Funds or Other Consideration.
Item
3 is hereby amended to add the following:
No funds
were used in the acquisition of the securities acquired as they were acquired by the Reporting Person as consideration for services
rendered to the Issuer.
Item
4. Purpose of Transaction.
Item
4 is hereby amended to add the following:
As reported
in Item 3 above, the securities acquired by the Reporting Person on December 14, 2015 issued to the Reporting Person as consideration
for services rendered to the Issuer.
Item
5. Interest in Securities of the Issuer.
Item
5 is hereby amended and restated to read as follows:
(a) |
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Amount
beneficially owned: 19,277,8141 which represents 22.9%2 of the class |
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(b) |
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Number
of shares as to which the person has: |
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(i) |
Sole
power to vote or to direct the vote: 19,277,8141
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(ii) |
Shared
power to vote or to direct the vote: 0
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(iii) |
Sole
power to dispose or to direct the disposition of: 19,277,8141
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(iv) |
Shared power to
dispose or to direct the disposition of: 0 |
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(c) |
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On
December 14, 2015 the Reporting Person acquired beneficial ownership of 1,000,0003 securities of the class as consideration
for services rendered to the Issuer |
1
Includes 8,132,002 million shares that may be acquired upon the exercise of warrants and 1,000,000 shares that may be acquired
upon the exercise of stock options (subject to the vesting conditions described in footnote 3 below)
2
Based on 84,360,097 shares of common stock issued and outstanding (69,238,044 shares of common stock as reported in the
issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015, plus 15,122,053 shares of common stock issued
pursuant to the transactions described on the Form 8-K filed by the issuer with the SEC on November 18, 2015).
3
Consists of 1 stock option to acquire 1,000,000 common shares of the Issuer at an exercise price of $0.25 per share, exercisable
for a period of 10 years. The vesting schedule of the options is as follows: one-third (333,333 shares) are exercisable on December
31, 2015, one-third (333,333 shares) are exercisable on December 31, 2016 and one-third (333,334) are exercisable on December
31, 2017, provided that the Reporting Person provides continuous service as an observer on the Issuer’s Board as of each
such vesting date.
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CUSIP No. 87165D
109 |
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13D/A |
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Page
4 of 4 Pages |
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SIGNATURE
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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Knight Therapeutics (Barbados) Inc. |
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/s/
Michel Loustric
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Insert
Name |
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President
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Insert
Title |
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12/17/2015
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Insert
Date |
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