Synergy CHC Corp. 8-K

What Happened
Synergy CHC Corp. (SNYR) announced on May 8, 2026 (filed 8-K May 11, 2026) that it entered an equity purchase agreement with Hudson Global Ventures, LLC giving the company the right to direct the investor to buy up to $36,000,000 of its common stock over a 24-month period. The investor cannot force purchases; sales occur at the company’s direction and are subject to specified minimums, maximums and pricing formulas. As consideration for entering the agreement, Synergy issued a warrant to Hudson to purchase 1,540,000 shares at $0.01 per share (five‑year term) and agreed to pay $20,000 to the investor’s counsel.

Key Details

• Agreement date: May 8, 2026 (8-K filed May 11, 2026). Term: up to 24 months from execution unless earlier terminated.
• Coverage: up to $36,000,000 of common stock may be sold to Hudson at the company’s option; minimum purchase per direction $25,000; per-transaction cap is the lesser of $2,500,000 or 200% of the 3‑day average daily trading volume.
• Pricing: investor pays the lesser of (a) 95% of the average of the three lowest traded prices during the five trading days before a Put Notice and (b) 95% of the lowest closing price during the three trading days after the Clearing Date (certain terms may shift to 90% in some cases).
• Other features: 4.99% beneficial ownership cap for Hudson per purchase; issuance limited by an “Exchange Cap” unless shareholder approval under Nasdaq rules is obtained; company granted registration rights for resale (to be filed within 30 days and declared effective within 90 days, using best efforts). Company agreed not to enter other equity lines or certain variable-rate transactions without Hudson’s consent or right of first refusal.

Why It Matters
This agreement gives Synergy a flexible potential source of equity financing (up to $36M) that it can draw on as needed, which can support operations or growth without negotiating separate financings each time. However, actual proceeds are uncertain and depend on how often the company sells shares, market prices, and transaction limits; any share sales and the issued warrant will dilute existing shareholders. The filing also restricts Synergy from entering other equity lines without Hudson’s consent during the agreement term, which can affect the company’s future financing options.