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)
Donald
Lee, Esq.
LKP
Global Law, LLP
1901
Avenue of the Stars, Suite 480
Los
Angeles, California 90067
(424)
239-1890
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
17, 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. ☐
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).
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
2 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
URX Acquisition Trust |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,000,000 |
9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
4,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
3 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
KMJZ Investments, L.L.C. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b) ☐ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,000,000 |
9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
4,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
☐
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
4 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
Chai Trust Company, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,000,000 |
9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
4,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
5 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
Arbicha Investments, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,000,000 |
9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
4,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
6 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
Casa Vicente LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐ |
3. |
SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
4,000,000 |
9. |
SOLE DISPOSITIVE POWER
0 |
10. |
SHARED DISPOSITIVE POWER
4,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.92% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
7 of 9 Pages |
ITEM
1. |
SECURITIES
AND ISSUER |
This
Amendment No. 1 to Schedule 13D on the shares of common stock, par value $0.00001 per share (“Common Stock”)
of Synergy CHC Corp., a Nevada corporation (“Issuer”), is being filed on behalf of the undersigned to amend
the Schedule 13D which was originally filed on February 9, 2016 (the “Original Filing”). Unless
otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meaning as set forth the Original
Filing.
ITEM
4. |
PURPOSE
OF TRANSACTION |
Item
4 is amended to add the follows:
Following
the closing of the Purchase Agreement, Issuer made a claim for indemnification against the Target shareholders and URX Trust pursuant
to provisions of the Purchase Agreement. Such claim was resolved pursuant to a Settlement and Release Agreement dated as of December
17, 2015 (the Settlement Agreement”), by and among Issuer, URX Trust, the Target shareholders and the former directors
of Target (the “Target directors”).
Pursuant
to the Settlement Agreement, URX Trust agreed to, among other things, return to Issuer 3,000,000 shares of the 6,000,000 shares
of Common Stock included in the Consideration, and release and discharge all claims through the date of the Settlement Agreement
that it may have against Issuer. In exchange, Issuer agreed to, among other things, release and discharge all claims through the
date of the Settlement Agreement that it may have against URX Trust, the Target shareholders and the Target directors, and issue
to URX Trust of a warrant to purchase up to 1,000,000 shares of Common Stock (the “Warrant”).
The
Warrant is exercisable at any time for three years from December 17, 2015, at an exercise price of $5.00 per share, as may be
adjusted for stock splits and stock dividends. The Warrant may also be exercised on a cash-less basis if and when the fair market
value of one share of Common Stock exceeds the Warrant exercise price. Issuer may also redeem the Warrant at $0.001 per share
if, after the Common Stock is quoted on the Over-the-counter Bulletin Board or a national securities exchange, the per share closing
sale price of the Common Stock equals or exceeds the Warrant exercise price for 90 consecutive days.
The
foregoing descriptions of the Settlement Agreement and the Warrant do not purport to be a complete description of the terms thereof
and are qualified in their entirety by reference to the full text of the Settlement Agreement and the Warrant, which have been
filed as Exhibits 7.04 and 7.05, respectively, and are incorporated herein by this reference.
ITEM
5. |
INTEREST
IN SECURITIES OF THE ISSUER |
Item 5
is amended, in pertinent parts, as follows:
(a)
– (b) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 4,000,000
shares of Common Stock, including 1,000,000 shares underlying the Warrants, constituting approximately 4.92% of Issuer’s
currently issued and outstanding Common Stock. Such percentage is based upon 81,360,097 shares of Common Stock issued and outstanding,
including 69,238,044 shares as reported in Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”) on November 16, 2015, and 15,122,053 shares issued pursuant to the transactions described
on the Form 8-K filed by Issuer with the SEC on November 18, 2015, less the 3,000,000 shares returned to Issuer pursuant to the
Settlement Agreement.
(e)
On December 17, 2015, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.
ITEM
6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Item
6 is amended to add the follows:
The
information regarding the Settlement Agreement and the Warrant under Item 4 is incorporated herein by reference in their entirety.
Except
as described above or in the Original Filing, there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the Reporting Persons and any other person with respect to any securities of Issuer, the occurrence of which
would give another person voting power or investment power over the securities of Issuer.
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
8 of 9 Pages |
ITEM
7. |
MATERIAL
TO BE FILED AS EXHIBITS |
Exhibit
No. |
|
Description |
|
|
|
7.01 |
|
Joint
Filing Agreement, dated as of February 9, 2016, by and among the Reporting Persons (1) |
7.04 |
|
Settlement
Agreement (2) |
7.05 |
|
Warrant
(3) |
(1) | Incorporated
by reference to Exhibit 7.01 attached to the Schedule 13D filed by the Reporting Persons
with the SEC on February 9, 2016. |
(2) | Incorporated
by reference to Exhibit 10.18 attached to Issuer’s Current Report on Form 8-K filed
with the SEC on December 22, 2015. |
(3) | Incorporated
by reference to Exhibit 4.6 attached to Issuer’s Current Report on Form 8-K filed
with the SEC on December 22, 2015. |
CUSIP
No. 87165D 109 |
SCHEDULE
13D |
Page
9 of 9 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated:
February 9, 2016 |
URx
acquisition trust |
|
|
|
By: |
KMJZ
Investments, LLC |
|
|
|
|
|
By: |
/s/
Jonathan D. Wasserman |
|
|
Name: |
Jonathan
D. Wasserman |
|
|
Title: |
Vice
President and Secretary |
|
|
|
|
|
KMJZ
INVESTMENTS, L.L.C. |
|
|
|
|
|
By:
|
/s/
Jonathan D. Wasserman |
|
Name: |
Jonathan
D. Wasserman |
|
Title: |
Vice
President and Secretary |
|
|
|
|
|
CHAI
TRUST COMPANY, LLC |
|
|
|
|
|
By:
|
/s/
Phillip G. Tinkler |
|
Name: |
Phillip
G. Tinkler |
|
Title: |
Chief
Financial Officer |
|
|
|
|
|
ARBICHA
INVESTMENTS, LLC |
|
|
|
|
|
By: |
Arbicha,
LLC, Sole Member |
|
|
|
|
|
|
By: |
/s/
Randall Kaplan |
|
|
Name: |
Randall
Kaplan |
|
|
Title: |
Manager |
|
CASA
VICENTE LLC |
|
|
|
|
By:
|
/s/
David Leyrer |
|
Name: |
David
Leyrer |
|
Title: |
Manager |
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