UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to___________________________

Commission File Number: 001-42374

SYNERGY CHC CORP.

(Exact name of registrant as specified in its charter)

Nevada		99-0379440
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(207) 321-2350

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		SNYR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025, there were 11,431,926 shares of common stock, par value $0.00001 per share, of the registrant issued and 11,251,853 shares outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION		1
Item 1. Financial Statements		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		27
Item 3. Quantitative and Qualitative Disclosures About Market Risk		34
Item 4. Controls and Procedures		34

PART II—OTHER INFORMATION		35
Item 1. Legal Proceedings		35
Item 1A. Risk Factors		35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		35
Item 3. Defaults Upon Senior Securities		35
Item 4. Mine Safety Disclosures		35
Item 5. Other Information		35
Item 6. Exhibits		36

SIGNATURES		37

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Synergy CHC Corp.

Condensed Interim Financial Statements

For the Three and Nine Months Ended September 30, 2025 and 2024

Unaudited

(Expressed in U.S. Dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING CONDENSED INTERIM FINANCIAL REPORTING

The accompanying unaudited condensed interim financial statements of Synergy CHC Corp. (“the Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States (GAAP). Management acknowledges responsibility for the preparation and presentation of the unaudited condensed interim financial statements, including responsibility for significant accounting estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.

Synergy CHC Corp.

Condensed Consolidated Balance Sheets

	September 30, 2025			December 31, 2024
	(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	1,006,489		$	687,920
Restricted cash		100,000			100,000
Accounts receivable, net		6,812,649			5,321,037
Other receivables		2,182,755			1,999,637
Loan receivable (related party)		4,407,449			4,375,059
Prepaid expenses (including related party amount of $1,050,212 and $312,966, respectively)		3,852,311			1,859,563
Inventory, net		2,145,966			1,716,552
Total Current Assets		20,507,619			16,059,768

Intangible assets, net		183,333			283,333

Total Assets	$	20,690,952		$	16,343,101

Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued liabilities (including payable to shareholder of $88,770 and $88,644, respectively)	$	3,573,505		$	5,191,868
Income taxes payable		254,763			242,977
Contract liabilities		1,854			24,252
Short term loans payable, net of debt discount		-			7,725,272
Current portion of long-term notes payable, net of debt discount and debt issuance cost, shareholder		-			4,000,000
Total Current Liabilities		3,830,122			17,184,369

Long-term Liabilities:
Notes payable, net of debt discount, shareholder		-			8,333,053
Notes payable, net of debt discount		25,113,177			7,457,022
Total long-term liabilities		25,113,177			15,790,075
Total Liabilities		28,943,299			32,974,444

Commitments and contingencies

Stockholders’ Deficit:
Common stock, $0.00001 par value; 300,000,000 shares authorized; 11,431,926 and 8,721,818, shares issued, respectively; 11,251,853 and 8,541,745 outstanding, respectively		114			87
Additional paid in capital		33,535,939			27,643,660
Accumulated other comprehensive loss		(35,915	)		(47,777	)
Accumulated deficit		(41,624,985	)		(44,099,813	)
Less: Treasury stock (180,073 shares) at cost		(127,500	)		(127,500	)
Total stockholders’ deficit		(8,252,347	)		(16,631,343	)
Total Liabilities and Stockholders’ Deficit	$	20,690,952		$	16,343,101

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

	For the three months ended						For the nine months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Revenue
Product Sales	$	8,010,112		$	7,126,333		$	21,415,642		$	24,563,036
License Revenue		-			-			2,900,000			-
Total Revenue		8,010,112			7,126,333			24,315,642			24,563,036

Cost of sales		2,329,296			2,335,901			6,232,201			7,421,930
Gross profit		5,680,816			4,790,432			18,083,441			17,141,106

Operating expenses
Selling and marketing		2,729,767			2,509,440			8,668,249			9,149,303
General and administrative		1,637,706			1,196,784			4,463,745			3,449,007
Depreciation and amortization		33,333			33,333			100,000			100,000
Total operating expenses		4,400,806			3,739,557			13,231,994			12,698,310

Income from operations		1,280,010			1,050,875			4,851,447			4,442,796

Other (income) expenses
Other income		-			(252,405	)		-			(252,405	)
Interest expense, net		1,164,017			704,707			4,352,840			2,559,454
Gain on settlement of notes payable		-			-			(2,154,522	)		-
Remeasurement loss on translation of foreign subsidiary		1,773			7,279			10,762			2,166

Total other expenses		1,165,790			459,581			2,209,080			2,309,215

Net income before income taxes		114,220			591,294			2,642,367			2,133,581
Income tax benefit (expense)		11,107			192,299			(167,540	)		(114,272	)
Net income after tax	$	125,327		$	783,593		$	2,474,827		$	2,019,309

Net income per share – basic	$	0.01		$	0.11		$	0.27		$	0.27
Net income per share – diluted	$	0.01		$	0.11		$	0.27		$	0.27

Weighted average common shares outstanding
Basic		10,110,114			7,373,745			9,204,136			7,373,745
Diluted		10,111,134			7,373,745			9,204,136			7,373,745

Comprehensive income:
Net income		125,327			783,593			2,474,827			2,019,309
Foreign currency translation adjustment		(26,077	)		(79,025	)		11,862			108,348
Comprehensive income	$	99,250		$	704,568		$	2,486,689		$	2,127,657

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

	Common stock				Additional Paid in		Accumulated Other Comprehensive Income			Treasury			Accumulated			Total Stockholders’
	Shares		Amount		Capital		(Loss)			stock			Deficit			Deficit
Balance as of December 31, 2023		7,553,818	$	76	$	19,148,707	$	(102,467	)	$	(127,500	)	$	(46,224,789	)	$	(27,305,973	)
Foreign currency translation gain								131,637									131,637
Net income														580,530			580,530
Balance as of March 31, 2024		7,553,818	$	76	$	19,148,707	$	29,170		$	(127,500	)	$	(45,644,259	)	$	(26,593,806	)
Fair value of vested stock options						4,611											4,611
Foreign currency translation gain								55,736									55,736
Net income														655,186			655,186
Balance as of June 30, 2024		7,553,818	$	76	$	19,153,318	$	84,906		$	(127,500	)	$	(44,989,073	)	$	(25,878,273	)
Fair value of vested stock options						4,613											4,613
Foreign currency translation gain								(79,025	)								(79,025	)
Net income														783,593			783,593
Balance as of September 30, 2024		7,553,818	$	76	$	19,157,931	$	5,881		$	(127,500	)	$	(44,205,480	)	$	(25,169,092	)

	Common stock				Additional Paid in			Accumulated Other Comprehensive Income			Treasury			Accumulated			Total Stockholders’
	Shares		Amount		Capital			(Loss)			stock			Deficit			Deficit
Balance as of December 31, 2024		8,721,818	$	87	$	27,643,660		$	(47,777	)	$	(127,500	)	$	(44,099,813	)	$	(16,631,343	)
Foreign currency translation loss									(1,935	)								(1,935	)
Issuance of common stock for loan financing		30,360		1		117,647												117,648
Net income															876,264			876,264
Balance as of March 31, 2025		8,752,178	$	88	$	27,761,307		$	(49,712	)	$	(127,500	)	$	(43,223,549	)	$	(15,639,366	)
Foreign currency transaction gain									39,874									39,874
Issuance of pre-funded warrants for settlement of shareholder notes payable						899,993												899,993
Issuance of common stock for exercise of pre-funded warrants		428,570		4		(4	)											-
Issuance of common stock for modification of notes payable		441,178		4		847,058												847,062
Net income															1,473,237			1,473,237
Balance as of June 30, 2025		9,621,926	$	96	$	29,508,354		$	(9,838	)	$	(127,500	)	$	(41,750,312	)	$	(12,379,200	)
Foreign currency transaction loss									(26,077	)								(26,077	)
Fair value of vested stock options						19,941												19,941
Fair value of underwriters warrants issued at IPO						51,465												51,465
Offering costs related to fair value of underwriting warrants						(51,465	)											(51,465	)
Issuance of common stock at IPO, net of issuance cost		1,750,000		17		3,880,445												3,880,462
Stock issued for services		60,000		1		127,199												127,200
Net income															125,327			125,327
Balance as of September 30, 2025		11,431,926	$	114	$	33,535,939		$	(35,915	)	$	(127,500	)	$	(41,624,985	)	$	(8,252,347	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

Unaudited Condensed Consolidated Statements of Cash Flows

	For the nine months ended			For the nine months ended
	September 30, 2025			September 30, 2024
Cash Flows from Operating Activities
Net income	$	2,474,827		$	2,019,309
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount and debt issuance cost		1,128,795			47,519
Depreciation and amortization		100,000			100,000
Stock based compensation		19,941			9,224
Stock issued for modification of notes payable		847,062			-
Stock issued for services		127,200			-
Foreign currency transaction loss		5,655			23,777
Remeasurement loss on translation of foreign subsidiary		10,763			2,166
Non cash implied interest		-			4,799
Gain on settlement of debt		(2,154,522	)		-
Changes in operating assets and liabilities:
Accounts receivable		(1,491,612	)		(1,965,936	)
Other receivables		(183,118	)		-
Loan receivable, related party		(32,390	)		21,269
Inventory		(429,414	)		1,815,725
Prepaid expenses		(1,255,502	)		(205,975	)
Prepaid expense, related party		(737,246	)		(396,683	)
Income taxes payable		11,786			68,607
Contract liabilities		(22,398	)		(12,102	)
Accounts payable and accrued liabilities		(2,009,905	)		(3,011,384	)
Accounts payable, shareholder		380,929			102,206
Net cash used in operating activities		(3,209,149	)		(1,377,479	)

Cash Flows from Investing Activities		-			-

Cash Flows from Financing Activities
Proceeds from issuing common stock		3,880,462			-
Advances from related party		135,000			3,395,587
Repayment of advances from related party		(135,000	)		(157,425	)
Proceeds from notes payable		18,996,250			600,000
Payment of loan financing fees		(2,010,953	)		-
Repayment of notes payable, shareholder		(10,000,000	)		(84,500	)
Repayment of notes payable		(7,349,903	)		(2,857,690	)
Net cash provided by financing activities		3,515,856			895,972

Effect of exchange rate on cash, cash equivalents and restricted cash		11,862			108,348
Net increase (decrease) in cash, cash equivalents and restricted cash		318,569			(373,159	)

Cash and restricted cash, beginning of year		787,920			732,534
Cash and restricted cash, end of period	$	1,106,489		$	359,375

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	1,824,446		$	2,432,653
Income taxes	$	-		$	45,664

Supplemental Disclosure of Noncash Investing and Financing Activities:
Accounts payable converted to loan payable upon settlement	$	-		$	3,770,824
Reduction of short term related party note payable by reduction of prepaid balance	$	-		$	328,003
Issuance of common stock for loan financing	$	117,648		$	-
Issuance of pre-funded warrants for settlement of shareholder notes payable	$	899,993		$	-
Exercise of pre-funded warrants	$	4		$	-
Loan fees payable to lender	$	375,000		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Synergy CHC Corp.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of the Business

Synergy CHC Corp. (“Synergy”, “we”, “us”, “our” or the “Company”) (formerly Synergy Strips Corp.) was incorporated on December 29, 2010 in Nevada under the name “Oro Capital Corporation.” On April 21, 2014, the Company changed its fiscal year end from July 31 to December 31. On April 28, 2014, the Company changed its name to “Synergy Strips Corp.”. On August 5, 2015, the Company changed its name to “Synergy CHC Corp.”

The Company is a consumer health care company that is in the process of building a portfolio of best-in-class consumer product brands. Synergy’s strategy is to grow its portfolio both organically and by further acquisitions.

Effective January 1, 2019 the Company has merged its U.S. subsidiaries (Neuragen Corp., Breakthrough Products, Inc., Sneaky Vaunt Corp., and The Queen Pegasus Corp.) into the parent company.

Synergy is the sole owner of four subsidiaries: NomadChoice Pty Ltd., Hand MD Corp., Synergy CHC Inc. and Synergy CHC Mexico, and the results have been consolidated in these statements. Synergy CHC Mexico was incorporated during May 2025 for the purposes of expanding into Mexico.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 are unaudited. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 and footnotes thereto.

All amounts referred to in the notes to the consolidated financial statements are in United States Dollars ($) unless stated otherwise.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Reverse Stock Split

On September 11, 2024, the Company effected a 1-for-11.9 reverse stock split with respect to its common stock. The reverse stock split did not change the number of authorized shares of common stock or par value. All references in these condensed consolidated financial statements to shares, share prices, exercise prices and other per share information in all periods have been adjusted, on a retroactive basis, to reflect the reverse stock split.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates included are assumptions about collection of accounts receivable, current income taxes, deferred income taxes valuation allowance, useful life of intangible assets, impairment analysis of intangible assets, estimates used in the fair value calculation of stock based compensation, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate and expected dividend rate, accrual of sales returns, and accrual of legal expense. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2025 and December 31, 2024, the uninsured balances amounted to $821,953 and $503,215, respectively.

Restricted Cash

The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.

	September 30, 2025		December 31, 2024

Cash	$	1,006,489	$	687,920
Restricted cash		100,000		100,000
Total cash and restricted cash shown in the statement of cash flows	$	1,106,489	$	787,920

Amounts included in restricted cash represent amounts held for credit card collateral.

Intangible Assets

The Company evaluates the recoverability of intangible assets periodically and takes into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of the intangible assets are subject to amortization. Intangible assets are amortized on a straight-line basis over the useful lives.

Long-lived Assets

Long-lived assets include intangible assets other than those with indefinite lives. The Company assesses the carrying value of its long-lived asset groups when indicators of impairment exist and recognizes an impairment loss when the carrying amount of a long-lived asset is not recoverable when compared to undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Indicators of impairment include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the assets or in its business strategy, loss of or changes in customer relationships and significant negative industry or economic trends. When indications of impairment arise for a particular asset or group of assets, the Company assesses the future recoverability of the carrying value of the asset (or asset group) based on an undiscounted cash flow analysis. If carrying value exceeds projected, net, undiscounted cash flows, an additional analysis is performed to determine the fair value of the asset (or asset group), typically a discounted cash flow analysis, and an impairment charge is recorded for the excess of carrying value over fair value.

Revenue Recognition

The Company recognizes revenue in accordance with the Financial Accounting Standards Board’s (“FASB”), Accounting Standards Codification (“ASC”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

The Company recognizes revenue upon shipment from its fulfillment centers. Certain of the Company’s distributors may also perform a separate function as a co-packer on the Company’s behalf. In such cases, ownership of and title to the Company’s products that are co-packed on the Company’s behalf by those co-packers who are also distributors, passes to such distributors when the Company is notified by them that they have taken transfer or possession of the relevant portion of the Company’s finished goods. Freight billed to customers is presented as revenues, and the related freight costs are presented as cost of goods sold. Cancelled orders are refunded if not already dispatched, refunds are only paid if stock is damaged in transit, discounts are only offered with specific promotions and orders will be refilled if lost in transit. The Company recognizes revenue for its digital products in the month the download by the customer occurs.

All product sales were initiated based upon the retailer’s purchase orders at a fixed transaction price and revenues recognized when the products were shipped to the Company’s customers.

The Company accounts for its IP license revenue, which provides the Company’s customer with rights to use the Company’s IP, in accordance with ASC 606. A license may be perpetual or time limited in its application. In accordance with ASC 606, the Company will continue to recognize revenue from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functional without professional services, updates and technical support. The Company has concluded that its IP license is distinct as the customer can benefit from the functional IP on its own. Therefore, the Company has determined the right to use its IP was satisfied at a point in time (on the date the rights to the IP were granted).

Contract Assets

The Company does not have any contract assets such as work-in-process. All trade receivables on the Company’s condensed consolidated balance sheet are from contracts with customers.

Contract Costs

Costs incurred to obtain a contract are capitalized unless short term in nature. As a practical expedient, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of September 30, 2025 and December 31, 2024.

Contract Liabilities

The Company’s contract liabilities consist of advance customer payments. Contract liability results from transactions in which the Company has been paid for products by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the contract liabilities are recognized.

	September 30, 2025			December 31, 2024

Beginning balance	$	24,252		$	14,202
Additions		1,854			24,252
Recognized as revenue		(24,252	)		(14,202	)
Ending balance	$	1,854		$	24,252

Accounts receivable

Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management’s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. As of both September 30, 2025 and December 31, 2024, allowance for doubtful accounts was $0.

Advertising Expense

The Company expenses marketing, promotions and advertising costs as incurred. Such costs are included in selling and marketing expense in the accompanying consolidated statements of operations.

Research and Development

Costs incurred in connection with the development of new products and processing methods are charged to general and administrative expenses as incurred.

Income Taxes

The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration.

NomadChoice Pty Ltd, the Company’s wholly-owned subsidiary is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Synergy CHC Inc., a wholly-owned foreign subsidiary, is subject to income taxes in the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The company recognizes liabilities for anticipated tax audit issues based on the Company’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Net Earnings (Loss) Per Common Share

The Company computes earnings per share under ASC subtopic 260-10, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to the common stockholders (the numerator) by the weighted average number of shares of common stock outstanding (the denominator) during the reporting periods. Diluted earnings per share is computed by increasing the denominator by the weighted average number of additional shares that could have been outstanding from securities convertible into common stock (using the “treasury stock” method), unless their effect on net income per share is anti-dilutive. As of September 30, 2025 and 2024, options to purchase 1,452,102 and 336,134 shares of common stock, respectively, were outstanding. As of September 30, 2025, warrants to purchase 156,000 shares of common stock were outstanding.

The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024:

	For the three months ended				For the nine months ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024

Net income after tax	$	125,327	$	783,593	$	2,474,827	$	2,019,309

Weighted average common shares outstanding		10,110,114		7,373,745		9,204,136		7,373,745
Incremental shares from the assumed exercise of dilutive stock options		1,020		-		-		-
Dilutive potential common shares		10,111,134		7,373,745		9,204,136		7,373,745

Net earnings per share:
Basic	$	0.01	$	0.11	$	0.27	$	0.27
Diluted	$	0.01	$	0.11	$	0.27	$	0.27

The following securities were not included in the computation of diluted net earnings per share as their effect would have been antidilutive:

	For the three months ended				For the nine months ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024

Options to purchase common stock		1,368,068		336,134		1,452,102		336,134
Warrants to purchase common stock		156,000		-		156,000		-

Fair Value Measurements

The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:

Level 1 -

Quoted prices for identical assets or liabilities in active markets to which the Company has access at the measurement date.

Level 2 -

Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 -

Unobservable inputs for the asset or liability.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Our financial instruments consisted primarily of cash and cash equivalents, restricted cash, accounts receivable, other receivable, loan receivable, accounts payable and accrued liabilities and short term and long term loans payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

As of both September 30, 2025 and December 31, 2024, the Company has determined that there were no assets or liabilities measured at fair value on a recurring basis.

Inventory

Inventory consists of raw materials, components and finished goods. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value. Finished goods include the cost of labor to assemble the items.

Foreign Currency Translation

The functional currency of one of the Company’s foreign subsidiaries (NomadChoice Pty Ltd.) is the U.S. Dollar. The Company’s foreign subsidiary maintains its records using local currency (Australian Dollar). All monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at quarter end exchange rates, non-monetary assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at transaction day exchange rates.

Income and expense items related to non-monetary items were translated at exchange rates prevailing during the transaction date and other incomes and expenses were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, were recorded in statements of operations as Remeasurement gain or loss on translation of foreign subsidiary.

The functional currency of the Company’s other foreign subsidiary (Synergy CHC Inc.) is the Canadian Dollar (CAD). The Company’s foreign subsidiary maintains its records using local currency (CAD). All assets and liabilities of the foreign subsidiary were translated into U.S. Dollars at period end exchange rates and stockholders’ equity is translated at the historical rates. Income and expense items were translated using average exchange rate for the period. The resulting translation adjustments, net of income taxes, are reported as other comprehensive income and accumulated other comprehensive income in the stockholder’s equity in accordance with ASC 220 – Comprehensive Income.

The exchange rates used to translate amounts in AUD and CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

Balance sheet:

	September 30, 2025		December 31, 2024
Period-end AUD: USD exchange rate	$	0.6578	$	0.6183
Period-end CAD: USD exchange rate	$	0.7183	$	0.6950

Income statement:

	September 30, 2025		September 30, 2024
Average nine months AUD: USD exchange rate	$	0.6407	$	0.6623
Average nine months CAD: USD exchange rate	$	0.7152	$	0.7352
Average three months AUD: USD exchange rate	$	0.6544	$	0.6697
Average three months CAD: USD exchange rate	$	0.7260	$	0.7334

Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated into either Australian Dollars or Canadian Dollars, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.

Concentrations of Credit Risk

In the normal course of business, the Company provides credit terms to its customers; however, collateral is not required. Accordingly, the Company performs credit evaluations of its customers and maintains allowances for possible losses which, when realized, were within the range of management’s expectations. From time to time, a higher concentration of credit risk exists on outstanding accounts receivable for a select number of customers due to individual buying patterns.

Warehousing costs

Warehouse costs include all third-party warehouse rent fees and are charged to selling and marketing expenses as incurred. Any additional costs relating to assembly or special pack-outs of the Company’s products are charged to cost of sales.

Product display costs

All displays manufactured and purchased by the Company are for placement of product in retail stores. This also includes all costs for display execution and setup and retail services are charged to cost of sales and expensed as incurred.

Cost of Sales

Cost of sales includes the purchase cost of products sold, all costs associated with getting the products into the retail stores including buying and transportation costs and the hosting of the Company’s online Application.

Debt Issuance Costs

Debt issuance costs consist primarily of arrangement fees, professional fees and legal fees. These costs are netted off with the related loan and are being amortized to interest expense over the term of the related debt facilities.

Shipping Costs

Shipping and handling costs billed to customers are recorded in sales. Shipping costs incurred by the company are recorded in selling and marketing expenses.

Related parties

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests (see Note 9).

Segment Reporting

Segment identification and selection is consistent with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company derives its revenue from the sale of nutraceuticals. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Significant segment expenses include retailer promotions, freight and fulfillment, marketing and salaries. The Company’s CODM reviews financial information presented and decides how to allocate resources based on net income. The Company does have intra-entity sales or transfers. The Company’s CODM does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis.

Correction of Prior Period Immaterial Errors:

The Company has identified an immaterial error in the Company’s previously issued consolidated financial statements related to Treasury Shares held by its wholly owned subsidiary. The adjustment pertained to the acquisition of remaining 50% ownership interest in Hand MD Corp. during July 2021 and accordingly the shares previously issued to Hand MD Corp. required correction on the financial statement as Treasury Shares on the consolidated balance sheet. The amount of the reclassification is $127,500 and has no effect on the consolidated statement of income and other comprehensive income (except for earnings per share and weighted average shares) and statement of cash flow.

In evaluating whether the previously issued consolidated financial statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, and concluded that the effect of the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.

The Company’s earnings per share has been revised from the amounts previously reported to correct the error and the impact of the reclassification is shown in the below table.

Earnings Per Share for the nine months ended September 30, 2024:

	As Previously
	Reported		Corrections			As Adjusted

Earnings per share	$	0.27	$	0.00		$	0.27
Weighted average common shares outstanding		7,553,818		(180,073	)		7,373,745

Earnings Per Share for the three months ended September 30, 2024:

	As Previously
	Reported		Corrections			As Adjusted

Earnings per share	$	0.10	$	0.01		$	0.11
Weighted average common shares outstanding		7,553,818		(180,073	)		7,373,745

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 amends the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state, and foreign). In addition, ASU 2023-09 requires entities to disclose their income tax payments to international, federal, state, and local jurisdictions, among other changes. The amendments can be applied on a prospective basis although retrospective application is permitted. The amendments are effective for the fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 has not affected the Company’s financial statements.

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”). ASU 2023-06 amends U.S. GAAP to reflect updates and simplifications to certain disclosure and presentation requirements referred to FASB by the Securities and Exchange Commission (“SEC”). The targeted amendments incorporate 14 of the 27 disclosures referred by the SEC into codification. Each amendment in ASU 2023-06 is effective on either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirements by that date. The Company is currently evaluating the impact this update will have on its Consolidated Financial Statements.

Note 3 – Income Taxes

Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or noncurrent depending on the periods in which the temporary differences are expected to reverse. The Company does not have any uncertain tax positions.

For U.S. purposes, the Company has not completed its evaluation of NOL utilization limitations under Internal Revenue Code, as amended (the “Code”) Section 382/383, change of ownership rules. If the Company has had a change in ownership, the NOL’s would be limited or eliminated, as to the amount that could be utilized each year, based on the Code. NOL’s attributable to Breakthrough Products, Inc., which are the majority of the Company’s domestic NOL’s are Separate Return Limitation Year (SRLY) NOL’s. Such losses may generally not be available for use (limited or eliminated).

The Company has not filed its State & Local Income/Franchise tax returns in states it is required to file, as such returns and liability remain open. The Company does not expect this to be a significant liability.

The Company had tax expense of $167,540 and $114,272 for the nine months ended September 30, 2025 and 2024, respectively. The Company had tax benefit of $11,107 and $192,299 for the three months ended September 30, 2025 and 2024, respectively. The Company’s provision for tax expense amount, computed by applying the statutory federal income tax rate of 21% in 2025 and 2024 to income before taxes, differs from the effective tax rate, due primarily to state income taxes and permanent items (plus utilization of NOL carryforwards in 2023).

The Company also has net operating loss carryforwards of approximately $48,800,000 and approximately $50,800,000 (United States, Canada and Australia) included in the deferred tax assets for September 30, 2025 and December 31, 2024, respectively, the majority attributable to the acquisition of Breakthrough Products, Inc. However, due to limitations of carryover attributes and separate return limitation year rules, it is unlikely the company will benefit from the NOLs and thus Management has determined a 100% valuation allowance is required. Further, the Company has not completed an evaluation of the NOLs attributable to Breakthrough Products, Inc. at the date of this report.

Note 4 – Accounts Receivable

Accounts receivable, net of allowances for doubtful accounts, consisted of the following:

	September 30, 2025		December 31, 2024
Trade accounts receivable	$	6,812,649	$	5,321,037
Other receivables		2,182,755		1,999,637
Less allowances		-		-
Total accounts receivable, net	$	8,995,404	$	7,320,674

During the three and nine months ended September 30, 2025 and 2024, the Company charged $0 to bad debt expense. The Company’s accounts receivables fluctuate due to increasing or decreasing shipments and promotions that it runs with its customers. The Company records an allowance for doubtful accounts when it becomes more likely than not that an account is uncollectible.

Note 5 – Prepaid Expenses

At September 30, 2025 and December 31, 2024, prepaid expenses consisted of the following:

	September 30, 2025		December 31, 2024
Advances for inventory	$	1,605,289	$	605,913
Insurance		49,426		2,879
Deposits		14,000		14,000
Prepaid consulting fees, related party		933,303		296,981
Rent, related party		116,909		15,985
Advertising and promotions*		930,283		869,920
Conferences		47,105		15,000
Professional fees		27,000		13,000
IT expenses		50,607		25,404
Accounting		27,500		-
Miscellaneous		50,889		481
Total	$	3,852,311	$	1,859,563

*	During the year ended December 31, 2024, the Company bartered inventory worth $859,920 for media credits to be used at the Company’s discretion.

Note 6 – Concentration of Credit Risk

Cash and cash equivalents

The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2025 and December 31, 2024, the uninsured balances amounted to $821,953 and $503,215 respectively.

Accounts receivable

As of September 30, 2025 and December 31, 2024, three and one customers accounted for 86% and 74%, respectively, of the Company’s trade accounts receivable.

Major customers

For the nine months ended September 30, 2025, three customers accounted for approximately 80% of the Company’s net revenue. For the nine months ended September 30, 2024, two customers accounted for approximately 69% of the Company’s net revenue. For the three months ended September 30, 2025, two customers accounted for approximately 81% of the Company’s net revenue. For the three months ended September 30, 2024, three customers accounted for approximately 78% of the Company’s net revenue. Substantially all of the Company’s business is with companies in the United States.

Accounts payable

As of September 30, 2025 and December 31, 2024, two and four vendors accounted for 58% and 69%, respectively, of the Company’s accounts payable.

Major suppliers

For the nine months ended September 30, 2025, two suppliers accounted for approximately 42% of the Company’s purchases. For the nine months ended September 30, 2024, three suppliers accounted for approximately 34% of the Company’s purchases. For the three months ended September 30, 2025, two suppliers accounted for approximately 56% of the Company’s purchases. For the three months ended September 30, 2024, two suppliers accounted for approximately 41% of the Company’s purchases. Substantially all of the Company’s business is with suppliers in the United States.

Note 7 – Inventory

Inventory consists of finished goods, components and raw materials. The Company’s inventory is stated at the lower of cost (FIFO cost basis) or net realizable value.

The carrying value of inventory consisted of the following:

	September 30, 2025		December 31, 2024
Finished goods	$	2,018,281	$	1,578,561
Components		82,685		92,991
Raw materials		45,000		45,000
Total inventory	$	2,145,966	$	1,716,552

During the nine months ended September 30, 2025 and 2024, the Company had no inventory write-offs.

Note 8 – Intangible Assets

	September 30, 2025			December 31, 2024

License Fee	$	450,000		$	450,000
Less accumulated amortization		(266,667	)		(166,667	)
Intangible assets, net	$	183,333		$	283,333

Amortization for both the nine months ended September 30, 2025 and 2024 was $100,000.

The estimated aggregate amortization expense over each of the next five years is as follows:

2025 (remaining)	$	33,333
2026		133,333
2027		16,667

Note 9 – Related Party Transactions

The Company paid consulting fees through September 2025 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $0 during the three and nine months ended September 30, 2025 and 2024 as consulting fees. The Company advanced $636,322 and $396,683 in prepaid consulting fees during the nine months ended September 30, 2025 and 2024, respectively. The prepaid balance as of September 30, 2025 and December 31, 2024 was $933,303 and $296,981, respectively. During the nine months ended September 30, 2025, the Company was advanced $135,000 and during the nine months ended September 30, 2024, the Company was advanced $3,020,000 and $514,000 Canadian Dollars (US Dollars $375,587), in the form of a short-term note. During the nine months ended September 30, 2025 the Company repaid the $135,000 advance. The balance owed as of both September 30, 2025 and December 31, 2024 was $0. During the nine months ended September 30, 2025, the Company paid $53,720 in the manner of prepaid rent for one year. The Company expensed $17,907 during the nine months ended September 30, 2025, leaving a prepaid balance of $35,813.

The Company paid rent through September 2025 to a company owned by Mr. Jack Ross, Chief Executive Officer of the Company. The Company expensed $90,000 Canadian Dollars ($64,372 US Dollars) for the nine months ended September 30, 2025, leaving a prepaid balance of $112,900 Canadian Dollars ($81,096 US Dollars).

The Company entered into transactions with a related party controlled by the CEO during prior years. The transactions were a pass through and allocation of expenses and reimbursements. As of September 30, 2025 and December 31, 2024 the Company was owed $4,407,449 and $4,375,059, respectively. This loan has a repayment date of December 31, 2025. If the loan is not repaid by January 1, 2026, the borrower will pledge the number of shares of borrower’s stock with a market value equal to the amount outstanding on the note as security to be released upon payment of the note.

The Company entered into a transaction with a related party controlled by the CEO during the year ended December 31, 2023. The transaction was in the form of a short-term loan. The Company received $10,000 Canadian dollars (US Dollars $7,561). This amount was owed to the related party as of December 31, 2023 and was repaid during February 2024.

During June 2024, the Company entered into Sixth Amended Agreement with Knight Therapeutics Inc., a shareholder, to modify prior Agreements. This modification consolidated outstanding loans and extended the maturity dates of the loans to March 31, 2026. The Company recognized interest expense of $623,355 and $1,117,459 during the nine month periods ended September 30, 2025 and 2024, respectively. The Company recognized interest expense of $0 and $378,214 during the three month periods ended September 30, 2025 and 2024, respectively. During May and June 2025, the Company repaid the balance on this amended agreement (see Note 11).

On December 23, 2016, the Company entered into an agreement with Knight Therapeutics for the distribution rights of FOCUSfactor in Canada. In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved through a direct sales channel and 5% of gross sales for sales achieved through retail sales. The minimum due to Knight under this agreement is $100,000 Canadian dollars. As of both September 30, 2025 and December 31, 2024, the total outstanding balance was $123,584 Canadian dollars. In US Dollars, the total outstanding balance was $88,770 and $85,891 as of September 30, 2025 and December 31, 2024, respectively.

The Company expensed royalty of $10,488 and $47,038 for the nine months ended September 30, 2025 and 2024, respectively. The Company expensed royalty of $2,699 and $5,761 for the three months ended September 30, 2025 and 2024, respectively. At September 30, 2025 and December 31, 2024, the Company owed Knight Therapeutics $713 and $2,753, respectively, in connection with a royalty distribution agreement.

Note 10 – Accounts Payable and Accrued Liabilities

As of September 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:

	September 30, 2025		December 31, 2024
Accrued payroll	$	341,890	$	76,399
Legal fees		-		13,722
Commissions		31,169		450,208
Manufacturers		923,871		409,744
Promotions		139,830		2,570,126
Accounting fees		-		210,386
Freight		194,252		149,549
Royalties, shareholder		89,483		88,644
Warehousing		584,712		261,046
Sales taxes		58,106		67,488
Payroll taxes		565,494		700,797
Professional fees		46,272		26,200
Insurance		-		12,118
Interest		186,378		-
Lender fees		350,000		-
Others		62,048		155,441
Total	$	3,573,505	$	5,191,868

The Company has estimated and accrued for its sales tax liability at $2,568 and $3,703 for the parent entity as of September 30, 2025 and December 31, 2024, respectively.

Note 11 – Notes Payable

The Company’s notes payable at September 30, 2025 and December 31, 2024 are as follows:

	September 30, 2025			December 31, 2024
$10,000,000 August 9, 2017 Loan	$	-		$	12,333,052
$2,000,000 and $6,000,000 Notes		9,794,165			9,794,165
$5,450,000 December 28, 2023 Loan		-			2,802,445
$3,020,824 March 27, 2024 Loan		-			2,302,824
Other		-			317,292
$2,268,000 February 2025 Loan		-			-
$17,500,000 May 2025 Loan		17,500,000			-
		27,294,165			27,549,778
Unamortized debt issuance cost and debt discount		(2,180,988	)		(34,432	)
Total		25,113,177			27,515,346

Current portion, shareholder		-			(4,000,000	)
Current portion, other		-			(7,725,272	)
Long-term portion, shareholder		-			8,333,053
Long-term portion, other	$	25,113,177		$	7,457,022

$10,000,000 August 9, 2017 Loan:

On August 9, 2017, the Company entered into a Second Amendment to Loan Agreement (“Second Amendment”) with Knight, pursuant to which Knight agreed to loan the Company an additional $10 million.

The Company recognized interest expense of $0 and $378,214 for the three months ended September 30, 2025 and 2024, respectively. The Company recognized interest expense of $623,355 and $1,448,475 during the nine months ended September 30, 2025 and 2024, respectively.

On May 29, 2025, the Company satisfied $12,713,858 through a combination of (i) a $10,000,000 cash repayment, (ii) an early payment discount of $1,213,858 and (iii) a conversion of $1,500,000 into equity (the “Equity Conversion”).

On June 11, 2025 (the “Initial Exercise Date”), the Company issued a pre-funded common stock purchase warrant (the “Pre-Funded Warrant”) to purchase up to 428,570 shares of common stock (each a “Warrant Share”), to Knight, in connection with the Equity Conversion. The Pre-Funded Warrant expires upon the earlier of the date the Pre-Funded Warrant is exercised in full, and June 11, 2026. The aggregate exercise price of the Pre-Funded Warrant, except for a nominal exercise price of $0.00001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.00001 per Warrant Share) shall be required to be paid by Knight to effect any exercise of the Pre-Funded Warrant. The Pre-Funded Warrant may be exercised, in whole or in part, by means of a “cashless exercise.” Pursuant to Section 2(f) of the Pre-Funded Warrant, the Pre-Funded Warrant will be automatically exercised via “cashless exercise” upon the earlier of (i) June 11, 2026, or (ii) the closing of the next sale of equity securities of the Company. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering to issue the Pre-Funded Warrant. The Company valued 428,570 pre-funded warrants at $899,993 resulting in a gain to the Company of $1,813,865 upon settlement of this loan.

As of September 30, 2025 and December 31, 2024 the total consolidated amount outstanding on these loans, including accrued interest and royalties was $0 and $12,333,052, respectively.

$2,000,000 February 10, 2022 Loan:

On February 10, 2022, the Company entered into a promissory note for $2,000,000 with an individual which was to be repaid with subsequent financing.

Subsequently and pursuant to the modification agreement entered into on June 14^th, 2023, effective September 9, 2022, the promissory loan would bear all the same characteristics as the additional $6,000,000 loan noted below.

$6,000,000 March 8, 2022 Loans:

On March 8, 2022, the Company entered into Securities Purchase Agreements with debenture holders for the Senior Subordinated Debentures in the amount of $6,000,000 with an original maturity date of September 8, 2022 and warrants with a term of 3 years. The Senior Subordinated Debentures were modified on June 14, 2023 in conjunction with the promissory note.

On March 31, 2024, the Company entered into a Modification Agreement in relation to this loan, which consolidated it with the $2,000,000 February 10, 2022 loan above.

On May 30, 2025, the Company entered into a Subordination Agreement in relation to this loan, whereby this loan becomes subordinated debt to the senior lender ($17,500,000 May 2025 Loan). This loan may only be repaid based on certain conditions which must be met before payment can be made. There is no maturity date on this loan.

“Interest Payment Conditions” means with respect to any payment of interest on any Sanders Note, the satisfaction of the following conditions:

(a)	as of the date of any such interest payment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b)	Liquidity (prior to and after giving effect to such payment) shall not be less than $2,000,000;

(c)

the Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries for the period of 12 fiscal months of the Borrower and its Subsidiaries most recently ended prior to such payment (and, for the avoidance of doubt, without giving effect to such payment for purposes of determining Consolidated Net Interest Expense), shall be not less than 1.20 to 1.00; and

(d)	the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculation required thereby.

“Principal Payment Conditions” means with respect to any payment or prepayment of principal on any Sanders Note, the satisfaction of the following conditions:

(a)	as of the date of any such principal payment and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing;

(b)	Liquidity (prior to and after giving effect to such payment) shall not be less than $4,000,000;

(c)

(d)	the Consolidated Senior Net Leverage Ratio of the Borrower and its Subsidiaries as of the end of such fiscal quarter of the Borrower ending on or most recently preceding the date of such payment or prepayment was less than 2.75 to 1.00;

(e)	such payment or prepayment is made using only Net Cash Proceeds of an Equity Issuance which are not required to be applied as a mandatory prepayment pursuant to Section 2.5(c)(v) in an amount not to exceed fifty percent (50%) of such Net Cash Proceeds; and

(f)	the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculation required thereby.

On April 28, 2025, the Company entered into Assignment, Assumption and Release Agreement with the holder to release Jack Ross (CEO of the Company) from the obligation to personally grant warrants struck at $0.01 penny per share, covering 10% of his stock to the lender for non-payment of principal amount plus loan renegotiation fees by December 31, 2024. The Company issued 441,178 shares valued at $847,062 to the lender for releasing Jack Ross (CEO) from this obligation.

$5,450,000 December 28, 2023 Loan:

On December 28, 2023, the Company entered into a confidential settlement agreement and mutual general release with a former supplier. The loan bears interest at 5% per annum and is payable in full with the last payment. This settlement resulted in a gain to the Company of $2,235,986 and is reflected as a reduction of cost of sales (See Note 13).

During 2025 and 2024, the Company made payments of $2,622,201 and $2,000,000, respectively toward this loan. During June 2025, the supplier agreed to a Payoff Letter re: Settlement Agreement, resulting in a lesser prepay amount resulting in a gain to the Company of $180,245.

The outstanding loan balance at September 30, 2025 and December 31, 2024 was $0 and $2,802,445, respectively.

$3,020,824 March 27, 2024 Loan:

On March 27, 2024, the Company entered into a confidential settlement agreement and mutual general release with a supplier.

During 2025 and 2024, the Company made payments of $2,160,412 and $700,000 toward this loan. During June 2025, the supplier agreed to a Payoff Letter re: Settlement Agreement, resulting in a lesser prepay amount, resulting in a gain to the Company of $160,412. The outstanding loan balance at September 30, 2025 and December 31, 2024 was $0 and $2,320,824, respectively.

$418,100 May 1, 2024 Loan:

On May 1, 2024, the Company entered into a loan agreement of $418,100 with Shopify Capital Inc. for an advancement of working capital from its online processing account. The Company received $370,000 from Shopify Capital Inc. and $48,100 was an original issue discount. The loan bears a repayment rate of 25% of daily sales.

The Company recognized amortization of original issue discount of $32,297 and $11,991 which is included in interest expense in the statement of income during the nine months ended September 30, 2025 and 2024, respectively.

The outstanding loan balance at September 30, 2025 and December 31, 2024 was $0 and $280,732, respectively.

$118,650 May 22, 2024 Loan:

On May 22, 2024, the Company entered into a loan agreement of $118,650 with Shopify Capital Inc. for an advancement of working capital from its online processing account. The Company received $105,000 from Shopify Capital Inc. and $13,650 was an original issue discount. The loan bears a repayment rate of 25% of daily sales.

The payment of such amounts is secured by a security interest in certain assets, undertakings and property pursuant to the Security Agreement, which will be released upon receipt of total payments of $118,650.

The Company recognized amortization of original issue discount of $2,135 and $6,293, which is included in interest expense in the statement of income during the nine months ended September 30, 2025 and 2024, respectively. The outstanding loan balance at September 30, 2025 and December 31, 2024 was $0 and $16,425, net of unamortized original issue discount of $2,135, respectively.

$800,000 December 5, 2024 Loan:

On December 5, 2024, the Company entered into a cash advance agreement of $800,000 with Cedar Advance LLC for an advancement of working capital. The Company received $760,000 and recorded $40,000 as interest expense. The loan bears a repayment rate of $41,100 per week. In conjunction with the advance, the Company issued 18,000 shares of common stock to the consultant who facilitated the facility and thus recognized $97,920 as interest expense.

The Company recognized total interest expense of $136,000 during the year ended December 31, 2024. The outstanding loan balance at December 31, 2024 was $0.

$2,268,000 February 2025 Loan:

On January 29, 2025, the Company entered into a cash advance agreement of $2,268,000 with Cedar Advance LLC for an advancement of working capital. The Company received $1,496,250 and recorded $771,750 as original issue discount. The loan bears a repayment rate of $81,000 per week with a total payment of $2,268,000. In conjunction with the advance, the Company issued 30,360 shares of common stock to the consultant who facilitated the facility and thus recognized $117,648 as financing cost.

The Company recognized total interest expense of $72,143 and $889,398 and during the three and nine months ended September 30, 2025, respectively. The outstanding loan balance at September 30, 2025 was $0.

$17,500,000 May 2025 Loan:

On May 30, 2025, Synergy CHC Corp. (the “Company”) entered into a term loan credit agreement (the “Credit Agreement”) with ACP Agency, LLC (“ACP”). The Credit Agreement consists of a $15.0 million term loan (the “Term Loan”), up to $2.5 million in a committed delayed draw facility (the “Delayed Draw Facility”), and up to $2.5 million in an uncommitted term loan incremental facility (the “Incremental Facility”), which facilities are secured by all of the assets of the Company and certain of its subsidiaries; including, without limitation, a pledge of the Company’s equity interests in its subsidiaries and their respective rights to intellectual property. Further, the obligations of the Company under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries. The proceeds of the Term Loan are to be used to repay existing indebtedness of the Company, pay related fees and transaction costs, and provide working capital to the Company. The proceeds of the Delayed Draw Facility are to be used to pay off all indebtedness owed by the Company pursuant to certain settlement agreements. All capitalized words used but not defined herein have the meanings assigned in the Credit Agreement.

The Credit Agreement has customary representations, warranties and covenants including restrictions on indebtedness, liens, restricted payments and dividends, investments, asset sales and similar covenants and contains customary events of default. The Credit Agreement also contains covenants requiring the Company and its subsidiaries to maintain a maximum (x) consolidated senior net leverage ratio of (i) 3.25:1.00 for the quarter ending September 30, 2025, (ii) 3.25:1.00 for the quarter ending December 31, 2025, (iii) 3.00:1.00 for the quarter ending March 31, 2026, (iv) 2.75:1.00 for the quarter ending June 30, 2026, (v) 2.75:1.00 for the quarter ending September 30, 2026, and (vi) 2.50:1.00 for the quarter ending December 31, 2026 and each fiscal quarter ended thereafter and (y) a fixed charge coverage ratio of 1.20 for the quarter ending September 30, 2025 and each fiscal quarter ended thereafter.

Of the Term Loan, $175,000 is subject to repayment on each of January 1, 2026, April 1, 2026, July 1, 2026 and October 1, 2026 and the remaining balance is to be repaid in the amount of $350,000 beginning January 1, 2027 and the first day of each quarter thereafter. The Term Loan bears interest at a rate equal to the Term SOFR rate plus 8.50%. The Delayed Draw Facility and Incremental Facility, if applicable, shall bear interest following any advance of proceed thereunder, at a rate of either (x) (i) Term SOFR rate plus (ii) 8.5%, or (y) (i) a reference rate equal to the greater of (a) 6.0% per annum, (b) the federal funds rate plus 0.50% per annum, (c) the Term SOFR rate plus 1% per annum, and (d) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States, plus (ii) 7.50%.

The Company received $15,000,000 in May 2025 on the initial draw and $2,500,000 in June 2025 on a delayed draw. The proceeds of the loan were used to pay out existing debt. The Company recorded $2,385,954 as original debt discount. The Company recognized $164,216 and $204,965 as amortization during the three and nine months ended September 30, 2025, respectively. The unamortized balance amounts to $2,180,988 at September 30, 2025.

The note bears interest at Term SOFR rate, plus 8.5%, currently 12.78% per annum, and matures on May 30, 2029.

The Company recognized interest expense of $579,647 and $765,694 during the three and nine months ended September 30, 2025, respectively.

The Company is required to make future payments as follows:

2025	$	-
2026	$	700,000
2027	$	1,400,000
2028	$	1,400,000
2029	$	14,000,000

Note 12 – Stockholders’ Deficit

The total number of shares of all classes of capital stock which the Company is authorized to issue is 300,000,000 shares of common stock with $0.00001 par value.

During 2025 and 2024 the Company issued 30,360 and 18,000 shares, respectively, to a consultant who facilitated a cash advance facility (Note 11).

During 2025, the Company issued 428,570 pre-funded warrants to a Knight as a partial settlement of debt. These warrants were fully exercised during the nine months ended September 30, 2025.

During 2025, the Company issued 441,178 shares valued at $847,062 in conjunction with an assignment, assumption and release agreement with a note holder (see Note 11).

During 2025, the Company issued 60,000 shares valued at $127,200 to a consultant.

On August 27, 2025 the Company sold an aggregate of 1,750,000 shares at a price to the public of $2.50 per share, pursuant to that certain Underwriting Agreement, dated August 25, 2025, between the Company and Bancroft Capital, LLC, as representative of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 45-day option to purchase up to 262,500 additional shares of Common Stock to cover over-allotments in connection with the Offering at the public offering price, less underwriting discounts and commissions.

Gross proceeds of the offering were $4,375,000, before deducting underwriting discounts and commissions of seven percent (7%) of the gross proceeds and estimated offering expenses. The Company used the net proceeds from the Offering for working capital and other general corporate purposes. Net proceeds from the offering were $3,880,642.

Pursuant to the Underwriting Agreement, the Company also issued to the Representative and its designees warrants to purchase 52,500 shares to the underwriter as part of an equity raise with an expiration date of (i) the third anniversary of the exercisability date for twenty five percent (25%) of the warrant, (ii) the fourth anniversary of the exercisability date for twenty five percent (25%) of the warrant and (iii) the fifth anniversary of the exercisability date for fifty percent (50%) of the warrant. The Company determined the fair value of the warrants of $51,465 during the nine months ended September 30, 2025 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of the Company’s common stock of $2.09, risk-free interest rates of 3.59-3.69%, volatility of 60-70%, expected term of 3-5 years and dividend yield of 0%.

During 2025, the Company granted options to purchase 750,000 shares to a company owned by Mr. Jack Ross, the Chief Executive Officer of the Company, and options to purchase 150,000 shares each to three employees of the Company. The options have a five year term. One-third (1/3) of the total number of shares of Common Stock (including fractional shares, as applicable) subject to this Option shall vest on the one (1) year anniversary of the Vesting Commencement Date and the remaining two-thirds (2/3) of the total number of shares of Common Stock (including fractional shares, as applicable) subject to this Option shall vest in equal monthly installments over the following twenty-four (24) months; provided, that the Optionholder remains actively providing services to the Company or any of its Affiliates as of each such date. The Company determined the fair value of the options of $1,395,685 during the nine months ended September 30, 2025 using the Black-Scholes fair value option-pricing model with the following weighted average assumptions; estimated fair value of the Company’s common stock of $2.38, risk-free interest rate of 3.59%, volatility of 65%, expected term of 3.5 years and dividend yield of 0%.

As of September 30, 2025 and December 31, 2024, there were 11,431,926 and 8,721,818 shares issued, respectively, and 11,251,853 and 8,541,745 shares outstanding, respectively.

Note 13 – Commitments and Contingencies

Litigation:

From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations.

Note 14 – Stock Options and Warrants

The following table summarizes the options outstanding, option exercisability and the related prices for the shares of the Company’s common stock issued to employees and consultants under a stock option plan at September 30, 2025:

		Options Outstanding						Options Exercisable
Exercise Prices ($)		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable		Weighted Average Exercise Price ($)
$	2.38-7.74		1,452,102		4.14	$	3.03		252,102	$	6.15

The stock option activity for the nine months ended September 30, 2025 is as follows:

	Options		Weighted Average Exercise Price
Outstanding at December 31, 2024		252,102	$	6.15
Granted		1,200,000		2.38
Exercised		-		-
Expired or canceled		-		-
Outstanding at September 30, 2025		1,452,102	$	3.03
Exercisable at September 30, 2025		252,102	$	6.15

Stock-based compensation expense related to vested options was $19,941 during the three and nine months ended September 30, 2025 and is recognized utilizing the straight-line method. Stock options outstanding as of September 30, 2025, as disclosed in the above table, have an intrinsic value of $72,000. Stock options exercisable as of September 30, 2025, as disclosed in the above table, have an intrinsic value of $0. As of September 30, 2025, unamortized stock-based compensation costs related to options was $1,375,744 and will be recognized over a period of three years.

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued at September 30, 2025:

		Warrants Outstanding						Warrants Exercisable
Exercise Price ($)		Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price ($)		Number Exercisable		Weighted Average Exercise Price ($)
$	2.75-11.70		156,000		3.60	$	8.69		103,500	$	11.70

The warrant activity for the nine months ended September 30, 2025 is as follows:

	Warrants			Weighted Average Exercise Price
Outstanding at December 31, 2024		103,500		$	11.70
Granted		481,070			0.30
Exercised		(428,570	)		(0.00001	)
Expired or canceled		-			-
Outstanding at September 30, 2025		156,000		$	8.69
Exercisable at September 30, 2025		103,500		$	11.70

Stock warrants outstanding and exercisable as of September 30, 2025, as disclosed in the above table, have an intrinsic value of $0.

During June 2025, the Company issued 428,570 warrants valued at $899,993 to settle a loan payable to a shareholder. The Company determined the value of the warrants using the Black-Scholes fair value option-pricing model with the following weighted average assumptions: estimated fair value of the Company’s common stock of $2.10, risk-free interest rate of 4.30%, volatility of 97%, expected term of 0.1 years and dividend yield of 0%.

Note 15 – Segments

Segment identification and selection is consistent with the management structure used by the Company’s chief executive officer who is the Chief Operating Decision Maker (CODM) to evaluate performance and make decisions regarding resource allocation, as well as the materiality of financial results consistent with that structure. Based on the Company’s management structure and method of internal reporting, the Company has one operating segment. The Company derives its revenue from the sale of nutraceuticals. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Significant segment expenses include retailer promotions, freight and fulfillment, marketing and salaries. The Company’s CODM reviews financial information presented and decides how to allocate resources based on net income. The Company does have any intra-entity sales or transfers. The Company’s CODM does not review operating results on a disaggregated basis; rather, the chief operating decision maker reviews operating results on an aggregated basis.

Net sales attributed to customers in the United States and foreign countries for the three months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
United States	$	7,077,648	$	6,408,173
Foreign countries		932,464		718,160
	$	8,010,112	$	7,126,333

Foreign country sales primarily consist of sales in Canada.

The Company’s net sales by product group for the three months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Nutraceuticals	$	8,010,112	$	7,126,333
License Revenue		-		-
	$	8,010,112	$	7,126,333

The Company’s net sales by major sales channel for the three months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Online	$	2,210,175	$	1,374,610
Retail		5,799,937		5,751,723
	$	8,010,112	$	7,126,333

The Company’s significant segment expenses for the three months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Retailer promotions	$	1,155,811	$	948,611
Freight and fulfillment		396,692		302,642
Online marketing		751,503		211,438
Salaries and benefits, marketing		310,513		346,350
Other selling and marketing		115,248		455,367
IT expenses		149,003		141,517
Salaries and benefits, non-marketing		837,016		633,457
Professional fees		350,976		154,452
Travel		88,887		61,379
Other general and administrative expenses		211,824		451,011
Amortization		33,333		33,333
	$	4,400,806	$	3,739,557

Net sales attributed to customers in the United States and foreign countries for the nine months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
United States	$	19,586,698	$	21,392,265
Foreign countries		4,728,944		3,170,771
	$	24,315,642	$	24,563,036

Foreign country sales primarily consist of sales in Canada.

The Company’s net sales by product group for the nine months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Nutraceuticals	$	21,415,642	$	24,563,036
License Revenue		2,900,000		-
	$	24,315,642	$	24,563,036

The Company’s net sales by major sales channel for the nine months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Online	$	7,046,459	$	5,782,303
Retail		14,369,183		18,780,733
License revenue		2,900,000		-
	$	24,315,642	$	24,563,036

The Company’s significant segment expenses for the nine months ended September 30, 2025 and 2024 were as follows:

	September 30, 2025		September 30, 2024
Retailer promotions	$	3,255,879	$	3,679,918
Freight and fulfillment		1,290,876		1,400,921
Online marketing		2,615,324		2,061,447
Salaries and benefits, marketing		1,016,472		1,024,819
Other selling and marketing		489,698		982,198
IT expenses		453,187		437,416
Salaries and benefits, non-marketing		1,996,179		1,671,022
Professional fees		947,610		235,799
Travel		315,902		195,179
Other general and administrative expenses		750,867		909,591
Amortization		100,000		100,000
	$	13,231,994	$	12,698,310

Long-lived assets (net) attributable to operations in the United States and foreign countries as of September 30, 2025 and December 31, 2024 were as follows:

	September 30, 2025		December 31, 2024
United States	$	183,333	$	283,333
Foreign countries		-		-
	$	183,333	$	283,333

Note 16 – Subsequent Events

Management evaluated all activities of the Company through the issuance date of the Company’s unaudited condensed consolidated financial statements and concluded that no subsequent events have occurred that would require adjustment or disclosure into the unaudited condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Synergy CHC Corp. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and variations thereof and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of our final prospectus for our initial public offering filed with the SEC on October 23, 2024 (the “Prospectus”) and the “Risk Factors” section of this report. Our securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Overview

We are a provider of consumer health care, beauty, and lifestyle products. Our current brand portfolio consists of two core brands: FOCUSfactor, a clinically-tested brain health supplement (this study was performed independently and is not related to any FDA-approved Investigational New Drug application) that has been shown to improve memory, concentration and focus and Flat Tummy, a lifestyle brand that provides a suite of nutritional products to help women achieve their weight management goals.

Our management’s discussion and analysis of our financial condition and results of operations are only based on our current business and should be read in conjunction with our unaudited interim condensed consolidated financial statements and audited consolidated financial statements and accompanying notes thereto included elsewhere in this Quarterly Report. Key factors affecting our results of operations include revenues, cost of revenue, operating expenses and income and taxation.

Non-GAAP Financial Measures

We currently focus on EBITDA to evaluate our business relationships and our resulting operating performance and financial position. EBITDA is defined as net income plus interest expense, income tax expense, depreciation and amortization.

We believe that EBITDA, viewed in addition to, and not in lieu of, our reported results in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), provides useful information to investors.

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024
	(Unaudited)			(Unaudited)
Net income	$	125,327		$	783,593
Interest income		(385	)		(381	)
Interest expense		1,164,402			705,088
Income tax benefit		(11,107	)		(192,299	)
Depreciation and amortization		33,333			33,333
EBITDA	$	1,311,570		$	1,329,334

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
	(Unaudited)			(Unaudited)
Net income	$	2,474,827		$	2,019,309
Interest income		(14,647	)		(1,142	)
Interest expense		4,367,487			2,560,596
Income tax expense		167,540			114,272
Depreciation and amortization		100,000			100,000
EBITDA	$	7,095,207		$	4,793,035

EBITDA is considered non-GAAP financial measures. EBITDA represents earnings before interest, taxes, depreciation and amortization. Our definition of EBITDA might not be comparable to similarly titled measures reported by other companies.

Results of Operations for the Three Months Ended September 30, 2025 and September 30, 2024

During both the three months ended September 30, 2025 and 2024, we focused on developing our currently owned brands into new markets and by product extensions. Our objective is to grow our two targeted verticals (Nutraceuticals and Ready To Drinks (RTDs)) to provide a balanced and synergistic portfolio that drives consumer demand via multiple channels. Our Nutraceuticals vertical consists of FOCUSfactor, including RTDs, and Flat Tummy consumables.

Revenue

For the three months ended September 30, 2025, we had revenue of $8,010,112 from sales of our products as compared to revenue of $7,126,333 for the three months ended September 30, 2024. The revenue is comprised of the following categories:

	September 30, 2025		September 30, 2024
Nutraceuticals	$	8,010,112	$	7,126,333
License Revenue		-		-
	$	8,010,112	$	7,126,333

We had an increase in Nutraceuticals revenue in the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 due to a packaging upgrade that occurred in 2024 which delayed shipments that did not repeat in 2025.

Cost of Revenue

For the three months ended September 30, 2025, our cost of revenue was $2,329,296. Our cost of revenue for the three months ended September 30, 2024, was $2,335,901. The decrease in cost of sales was primarily due to product mix sold.

Gross Profit

Gross profit was $5,680,816, or 71% of revenue, for the three months ended September 30, 2025, as compared to gross profit of $4,790,432, or 67% of revenue, for the same period in 2024, an increase of $890,384, or 19%. The increase in gross profit is directly related to the product mix sold.

Operating Expenses

Selling and Marketing Expenses

For the three months ended September 30, 2025, our selling and marketing expenses were $2,729,767 as compared to $2,509,440 for the three months ended September 30, 2024, which is an immaterial increase.

General and Administrative Expenses

For the three months ended September 30, 2025, our general and administrative expenses were $1,637,706. For the three months ended September 30, 2024, our general and administrative expenses were $1,196,784. The increase is primarily due to public market expenses.

Depreciation and Amortization Expenses

For the three months ended September 30, 2025, our depreciation and amortization expenses were $33,333 as compared to $33,333 for the three months ended September 30, 2024.

Other Income and Expenses

For the three months ended September 30, 2025 and 2024 we had other income and expense items as follows:

	Three months ended September 30, 2025			Three months ended September 30, 2024
Interest expense	$	1,164,402		$	705,088
Interest income		(385	)		(381	)
Other income		-			(252,405	)
Remeasurement loss on translation of foreign subsidiary		1,773			7,279
Total other (income) expense	$	1,165,790		$	459,581

For the three months ended September 30, 2025, we had interest expense of $1,164,402 as compared to $705,088 for the three months ended September 30, 2024. The increase is primarily due to the advance and the amortization of original debt discount on the new loan.

Net Income

For the three months ended September 30, 2025, our net income was $125,327 as compared to a net income of $783,593 for the three months ended September 30, 2024 due to other income in 2024 and higher expenses in 2025.

Results of Operations for the Nine Months Ended September 30, 2025 and September 30, 2024

During both the nine months ended September 30, 2025 and 2024, we focused on developing our currently owned brands into new markets and by product extensions. Our objective is to grow our two targeted verticals (Nutraceuticals and RTDs) to provide a balanced and synergistic portfolio that drives consumer demand via multiple channels. Our Nutraceuticals vertical consists of FOCUSfactor, including RTDs, and Flat Tummy consumables.

Revenue

For the nine months ended September 30, 2025, we had revenue of $21,415,642 from sales of our products and $2,900,000 from a license agreement, as compared to revenue of $24,563,039 for the nine months ended September 30, 2024. The revenue is comprised of the following categories:

	September 30, 2025		September 30, 2024
Nutraceuticals	$	21,415,642	$	24,563,039
License Revenue		2,900,000		-
	$	24,315,642	$	24,563,039

We had a decrease in Nutraceuticals revenue in the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 due to a new product sell-in to one customer in 2024 that did not repeat in 2025. We also had revenue from a license agreement to expand into selected foreign territories.

Cost of Revenue

For the nine months ended September 30, 2025, our cost of revenue was $6,232,201. Our cost of revenue for the nine months ended September 30, 2024, was $7,421,930. The decrease in cost of sales was primarily due to the decrease in product revenue.

Gross Profit

Gross profit was $18,083,441, or 74% of revenue, for the nine months ended September 30, 2025, as compared to gross profit of $17,141,106, or 70% of revenue, for the same period in 2024, an increase of $942,335, or 5%. The increase in gross profit is related to the license revenue.

Operating Expenses

Selling and Marketing Expenses

For the nine months ended September 30, 2025, our selling and marketing expenses were $8,668,249 as compared to $9,149,303 for the nine months ended September 30, 2024, which is primarily due to lower revenue and an improved management of promotions in 2025.

General and Administrative Expenses

For the nine months ended September 30, 2025, our general and administrative expenses were $4,463,745. For the nine months ended September 30, 2024, our general and administrative expenses were $3,449,007. The increase is primarily public market expenses.

Depreciation and Amortization Expenses

For the nine months ended September 30, 2025, our depreciation and amortization expenses were $100,000 as compared to $100,000 for the nine months ended September 30, 2024.

Other Income and Expenses

For the nine months ended September 30, 2025 and 2024 we had other income and expense items as follows:

	Nine months ended September 30, 2025			Nine months ended September 30, 2024

Interest expense	$	4,367,487		$	2,560,596
Interest income		(14,647	)		(1,142	)
Other income		-			(252,405	)
Gain on settlement of loans		(2,154,522	)		-
Remeasurement loss on translation of foreign subsidiary		10,762			2,166
Total other expense	$	2,209,080		$	2,309,215

For the nine months ended September 30, 2025, we had interest expense of $4,367,487 as compared to $2,560,596 for the nine months ended September 30, 2024. The increase is primarily due to an advance taken in 2025, shares issued related to the modification of notes payable and new May 2025 loan.

Net Income

For the nine months ended September 30, 2025, our net income was $2,474,827 as compared to a net income of $2,019,309 for the nine months ended September 30, 2024 due to a gain on loan settlements.

Liquidity and Capital Resources

Overview

As of September 30, 2025, we had $1,006,489 cash on hand and restricted cash of $100,000 which is held for credit card collateral.

Cash Flows from Operating Activities

For the nine months ended September 30, 2025, net cash used in operating activities was $3,209,149 compared to net cash used in operating activities of $1,377,479 for the nine months ended September 30, 2024. This increase in net cash used by operating activities for the nine months ended September 30, 2025 is detailed in the table below.

For the nine months ended September 30, 2025, net cash used in operating activities of $3,209,149 consisted of our net income of $2,474,827 adjusted by:

Amortization of debt discount and debt issuance cost	1,128,795
Depreciation and amortization	100,000
Stock based compensation	19,941
Stock issued for modification of notes payable	847,062
Stock issued for services	127,200
Foreign currency transaction gain	5,655
Remeasurement loss on translation of foreign subsidiary	10,763
Gain on settlement of debt	(2,154,522	)
Accounts receivable	(1,491,612	)
Other receivables	(183,118	)
Loan receivable, related party	(32,390	)
Inventory	(429,414	)
Prepaid expenses	(1,255,502	)
Prepaid expense, related party	(737,246	)
Income taxes payable	11,786
Contract liabilities	(22,398	)
Accounts payable and accrued liabilities	(2,009,905	)
Accounts payable, shareholder	380,929

For the nine months ended September 30, 2024, net cash used in operating activities of $1,377,479 consisted of our net income of $2,019,309 adjusted by:

Amortization of debt discount and debt issuance cost	$	47,519
Depreciation and amortization		100,000
Stock based compensation expense		9,224
Foreign currency transaction loss		23,777
Remeasurement gain on translation of foreign subsidiary		2,166
Non cash implied interest		4,799
Accounts receivable		(1,965,936	)
Loan receivable, related party		21,269
Inventory		1,815,725
Prepaid expenses		(205,975	)
Prepaid expense, related party		(396,683	)
Income taxes payable		68,607
Contract liabilities		(12,102	)
Accounts payable and accrued liabilities		(3,011,384	)
Accounts payable, shareholder		102,206

Cash Flows from Investing Activities

For the nine months ended September 30, 2025 and 2024, we used net cash of $0 in investing activities.

Cash Flows from Financing Activities

For the nine months ended September 30, 2025, net cash provided by financing activities was $3,515,856 compared to net cash provided by financing activities of $895,972 for the nine months ended September 30, 2024. The increase was attributable to new loans.

Financing activities during the nine months ended September 30, 2025 and 2024:

	Nine months ended September 30, 2025			Nine months ended September 30, 2024
Proceeds from issuing common stock	$	3,880,462		$	-
Advances from related party		135,000			3,395,587
Repayment of notes payable, related party		(135,000	)		(157,425	)
Proceeds from notes payable		18,996,250			600,000
Payment of loan financing fees		(2,010,953	)		-
Repayment of notes payable, shareholder		(10,000,000	)		(84,500	)
Repayment of notes payable		(7,349,903	)		(2,857,690	)

Key Near-Term Initiatives

We intend to organically grow our current product lines by developing and launching new products and expanding into new markets. Specifically, for FOCUSfactor, we are working on increased distribution for our recently launched ready-to-drink beverage. Lastly, we intend to grow further through additional strategic acquisitions and we continue to evaluate opportunities and candidates that we believe fit well with our brand portfolio.

Off-Balance Sheet Arrangements

During the nine months ended September 30, 2025, and during the year ended December 31, 2024, we had no off-balance sheet arrangements.

Inflation

The effect of inflation on our operating results was not significant in the nine months ended September 30, 2025 or 2024.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report.

Recent Accounting Pronouncements

Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report includes Recent Accounting Pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that as of the end of the period covered by this Quarterly Report, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not party to any material legal proceedings. From time to time, we may be involved in legal proceedings or subject to claims incident to the ordinary course of business. The outcome of litigation is inherently uncertain, and there can be no assurances that favorable outcomes will be obtained. In addition, regardless of the outcome, such proceedings or claims can have an adverse impact on us, which may be material because of defense and settlement costs, diversion of resources and other factors.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report. However, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in the “Risk Factors” section of the Prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Issuance in Connection with Consulting Services Agreement

On April 9, 2025, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with FMW Media Works, LLC (the “Consultant”). Pursuant to the terms of the Consulting Agreement, on July 7, 2025, the Company issued to the Consultant 60,000 shares of Company common stock in consideration for services provided. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer not involving a public offering to issue the shares.

(b) None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) None.

(b) None.

(c) During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

No.		Description of Exhibit

3.1		Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on September 16, 2024)
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 18, 2025)
3.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1, filed by Synergy CHC Corp. with the SEC on June 28, 2024)
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on June 12, 2025)
4.2		Form of Representative Warrant, dated August 27, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on August 27, 2025)
10.1		Underwriting Agreement, dated August 25, 2025 by and between Synergy CHC Corp. and Bancroft Capital, LLC, as representative of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed by Synergy CHC Corp. with the SEC on August 27, 2025)
31.1*		Rule 13a-14(a) Certification by Principal Executive Officer
31.2*		Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**		Section 1350 Certification of Principal Executive Officer
32.2**		Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

*	Filed with this Report.
**	Furnished with this Report.

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 thereunto duly authorized.

	SYNERGY CHC CORP.

Date: November 13, 2025	By:	/s/ Jack Ross
	Name:	Jack Ross
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)

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