Current Report Filing (8-k)
December 23 2016 - 11:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 22, 2016
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Synergy
CHC Corp.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-55098
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99-0379440
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
ID Number)
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865
Spring Street, Westbrook, ME
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04092
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(615) 939-9004
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
3.02. Unregistered Sale of Equity Securities.
On
December 22, 2016, we issued to Knight Therapeutics (Barbados) Inc., or Knight, 7,500,000 shares of our common stock in exchange
for the cancellation of warrants to purchase an aggregate of 8,132,002 shares of our common stock held by Knight, with per share
purchase prices of $0.34 and $0.49, and the cancellation of an option to purchase 1,000,000 shares of our common stock held by
Knight, with an exercise price of $0.25 per share. As additional consideration, Knight has agreed to purchase up to $2.0 million
worth of our common stock if and when we undertake a common stock equity financing, subject to certain terms and conditions.
The
shares of common stock were issued to Knight pursuant to an exemption from registration under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on Rule 903 of Regulation S promulgated under the Securities Act.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SYNERGY
CHC CORP.
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Date:
December 23, 2016
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/s/
Jack Ross
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Jack
Ross
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President
and Chief Executive Officer
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