UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Synergy CHC Corp.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
87165D208
(CUSIP Number)
Jack Ross
156 Heddas Way
Fall River, Nova Scotia B2T 0J4
(902) 237-1220
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 24, 2024
(Date of Event which Requires Filing of this
Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom
copies are to be sent.
|
* |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 87165D208 | | 13D | | Page 2 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Jack Ross |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒ (b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
PF |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE VOTING POWER
4,711,757 |
8. |
SHARED VOTING POWER
0 |
9. |
SOLE DISPOSITIVE POWER
4,711,757 |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,711,757 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.1 (1) |
14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 87165D208 | | 13D | | Page 3 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Gowan Private Equity Inc. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒ (b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
WC |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nova Scotia, Canada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE
VOTING POWER
3,679,056 |
8. |
SHARED
VOTING POWER
0 |
9. |
SOLE DISPOSITIVE POWER
3,679,056 |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,679,056 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.3% (1) |
14. |
TYPE OF REPORTING PERSON (see instructions)
CO |
|
(1) |
Based
on 8,703,726 shares of Common Stock of the Issuer outstanding as of October 24, 2024, according to the information set forth in the
final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission on October 23, 2024. |
CUSIP No. 87165D208 | | 13D | | Page 4 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Dunhill Distribution Group, Inc. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒ (b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
WC |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nova Scotia, Canada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE VOTING POWER
269,635 |
8. |
SHARED VOTING POWER
0 |
9. |
SOLE DISPOSITIVE POWER
269,635 |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,635 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1% (1) |
14. |
TYPE OF REPORTING PERSON (see instructions)
CO |
CUSIP No. 87165D208 | | 13D | | Page 5 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Gowan Capital Inc. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒ (b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
WC |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nova Scotia, Canada |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE VOTING POWER
136,559 |
8. |
SHARED VOTING POWER
0 |
9. |
SOLE DISPOSITIVE POWER
136,559 |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,559 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (1) |
14. |
TYPE OF REPORTING PERSON (see instructions)
CO |
CUSIP No. 87165D208 | | 13D | | Page 6 of 10 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Rosscor Brands Corp. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☒ (b) ¨ |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
WC |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7. |
SOLE VOTING POWER
300,000 |
8. |
SHARED VOTING POWER
0 |
9. |
SOLE DISPOSITIVE POWER
300,000 |
10. |
SHARED DISPOSITIVE POWER
0 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (see instructions)
¨ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (1) |
14. |
TYPE OF REPORTING PERSON (see instructions)
CO |
CUSIP No. 87165D208 | | 13D | | Page 7 of 10 Pages |
Item 1. Security and Issuer.
This statement on Schedule 13D (this “Statement”)
is filed with respect to the common stock, par value $0.00001 per share (“Common Stock”), of Synergy CHC Corp.,
a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 865
Spring Street Westbrook, Maine 04092.
On September 11, 2024, the Issuer affected a
1-for-11.9 reverse stock split (the “Reverse Stock Split”). The number of shares of Common Stock of the Issuer
presented in this Statement is adjusted to reflect the Reverse Stock Split.
Information given in response to each item shall
be deemed incorporated by reference in all other items, as applicable.
Item 2. Identity and Background.
(a) This Statement is being jointly filed on
behalf of each of the following entities (collectively, the “Reporting Persons”).
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ii. |
Gowan Private Equity Inc. (“Gowan PE”); |
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|
iii. |
Dunhill Distribution Group, Inc. (“Dunhill”); |
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iv. |
Gowan Capital Inc. (“Gowan Cap”);
and |
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|
|
v. |
Rosscor Brands Corp. (“Rosscor”). |
Mr. Ross is the sole officer and director of Gowan PE. Mr. Ross is
the sole director and the Chief Executive Officer of Dunhill. Mr. Ross is the sole officer and director of Gowan Cap. Mr. Ross is the
President and director of Rosscor. Mr. Ross is the Chief Executive Officer and Chairman of the Issuer.
Each Reporting Person declares that neither the filing of this Statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, the beneficial owner of any securities covered by this Statement. This Statement is filed jointly pursuant to Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934.
(b) The principal business address of Mr. Ross, Gowan PE, Dunhill, and Gowan Cap is 156
Heddas Way, Fall River NS B2T 0J4, Canada. The principal business address of Rosscor is 865 Spring Street Westbrook, Maine 04092.
(c) The principal occupation of Mr. Ross is serving
as the Chief Executive Office and Chairman of the Issuer, as well as serving in his roles at Gowan PE, Dunhill, Gowan Cap, and Rosscor,
as enumerated in Item 2(a). The principal business of Gowan PE, Dunhill, Gowan Cap, and Rosscor is investment management.
(d) None of the Reporting Persons has, during
the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during
the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of
which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Ross is a citizen of Canada. Gowan PE, Dunhill, and Gowan
Cap are each a Nova Scotia corporation. Rosscor is a Delaware corporation.
CUSIP No. 87165D208 | | 13D | | Page 8 of 10 Pages |
Item 3. Source or Amount of Funds or Other Consideration.
Gowan PE acquired its Common Stock in two
separate transactions for which negotiations began and terms were agreed to simultaneously. The first was on April 19, 2015, in a private
purchase for an aggregate purchase price of $400,000, using working capital, and the second was on May 21, 2015, in a private purchase
for an aggregate purchase price of $8,652.17, also using working capital. Gowan Cap acquired its Common Stock on January 20, 2015 as
a result of a private purchase from the Company pursuant to a subscription agreement for an aggregate purchase price of $1,347.83, using
working capital. Dunhill acquired its Common Stock on April 21, 2014 in connection with the Issuer’s acquisition of Synergy Strops
Corp., a Delaware corporation. Rosscor acquired its Common Stock on October 24, 2024 in connection with the closing of the Issuer’s
initial public offering (the “IPO”) for an aggregate purchase price of $2,700,000, using working capital.
Item 4. Purpose of Transaction.
The information reported in Item 3 is incorporated by reference into
this Item 4.
All of the Common Stock that may be deemed to
be beneficially owned by the Reporting Persons, as reported herein, are held for investment purposes. Mr. Ross is the Chief Executive
Officer of the Issuer and is the principal of each of Gowan PE, Dunhill, Gowan Cap, and Rosscor (together, the “Entities”),
and will in the ordinary course of business participate in discussions, including with other members of the Issuer’s board of directors,
management, and other Issuer investors, regarding the Issuer’s business, including its operations, prospects, capitalization and
corporate governance. As appropriate, Mr. Ross may involve one or more of the Entities in such discussions. Except as set forth herein
and to the extent that the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that
may relate to the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, the Reporting Persons do not have any present
plan or proposal that relate to or would result in any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to increase
or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons
reserve the right to change their intention with respect to any and all matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
(a) See rows (11) and (13) of the cover pages to this Statement for
the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each of the Reporting
Persons. The percentages are based on 8,703,726 shares of Common Stock of the Issuer outstanding as of October 24, 2024, according to
the information set forth in the final prospectus filed by the Issuer with the U.S. Securities and Exchange Commission on October 23,
2024
CUSIP No. 87165D208 | | 13D | | Page 9 of 10 Pages |
(b) See rows (7) through (10) of the cover pages
to this Statement for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or
direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The only transaction in the Common Stock reported in this Statement
that was effected during the past 60 days was Rosscor’s purchase of 300,000 shares of Common Stock in the IPO, at a price of $9.00
per share.
(d) No other person is known by the Reporting
Persons to have the right to receive or the power to direct the receipt of from, or the proceeds from the sale of, any Common Stock beneficially
owned by a Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Lock-Up Agreement
In connection with the closing of the IPO, Mr.
Ross entered into a lock-up agreement (the “Lock-Up Agreement”) with the Issuer and Roth Capital Partners,
LLC (the “Underwriter”), pursuant to which Mr. Ross agreed, subject to certain limited exceptions, not to offer,
pledge, sell, contract to sell, grant any option to purchase, or otherwise dispose of Common Stock or any securities convertible into
or exchangeable or exercisable for Common Stock, or to enter into any hedge or other arrangement or any transaction that transfers, directly
or indirectly, the economic consequence of ownership of the shares of Common Stock for a period of 180 days after October 22, 2024, without
the prior written consent of the Underwriter.
The foregoing description of the Lock-Up Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of such agreement, which is
attached as an exhibit to this Statement and is incorporated herein by reference.
Stock Purchase Agreements
Certain stockholders of the Issuer entered into
a stock purchase agreement with Gowan PE, dated April 19, 2015, pursuant to which Gowan PE purchased an aggregate of 2,056,828 shares
of Common Stock for an aggregate purchase price of $400,000.
Certain
stockholders of the Issuer entered into a stock purchase agreement with Gowan PE, dated May 21, 2015, pursuant to which Gowan PE purchased
an aggregate of 1,466,597 shares of Common Stock for an aggregate purchase price of $8,652.17.
Item 7. Material to Be Filed as Exhibits.
CUSIP No. 87165D208 | | 13D | | Page 10 of 10 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Date: October 31, 2024
|
JACK
ROSS |
|
|
|
By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
|
|
|
GOWAN
PRIVATE EQUITY INC. |
|
|
|
By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
Title: |
CEO
and President |
|
GOWAN
CAPITAL INC. |
|
|
|
By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
Title: |
CEO
and President |
|
DUNHILL
DISTRIBUTION GROUP, INC. |
|
|
|
By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
Title: |
CEO
and President |
|
ROSSCOR
BRANDS CORP. |
|
|
|
By: |
/s/
Jack Ross |
|
Name: |
Jack
Ross |
|
Title: |
President |
Exhibit 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Date: October 31, 2024
|
JACK ROSS |
|
|
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By: |
/s/ Jack Ross |
|
Name: |
Jack Ross |
|
GOWAN PRIVATE EQUITY INC. |
|
|
|
By: |
/s/ Jack Ross |
|
Name: |
Jack Ross |
|
Title: |
CEO and President |
|
GOWAN CAPITAL INC. |
|
|
|
By: |
/s/ Jack Ross |
|
Name: |
Jack Ross |
|
Title: |
CEO and President |
|
DUNHILL DISTRIBUTION GROUP, INC. |
|
|
|
By: |
/s/ Jack Ross |
|
Name: |
Jack Ross |
|
Title: |
CEO and President |
|
ROSSCOR BRANDS CORP. |
|
|
|
By: |
/s/ Jack Ross |
|
Name: |
Jack Ross |
|
Title: |
President |
Exhibit 2
Roth Capital Partners, LLC
888 San Clemente Drive
Newport Beach, CA 92660
Ladies and Gentlemen:
The undersigned understands
that you, as the representative (the “Representative”) of the several underwriters named therein, propose to enter into an
Underwriting Agreement (the “Underwriting Agreement”) with Synergy CHC Corp., a Nevada corporation (the “Company”),
relating to a proposed offering of securities of the Company (the “Offering”) including shares of the Common Stock, par value
$0.00001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Underwriting Agreement.
In consideration of the foregoing,
and in order to induce you to participate the Offering, and for other good and valuable consideration receipt of which is hereby acknowledged,
the undersigned hereby agrees that, without the prior written consent of the Representative (which consent may be withheld in its sole
discretion), the undersigned will not, during the period (the “Lock-Up Period”) beginning on the date hereof and ending on
the date 180 days after the date of the final prospectus relating to the Offering (the “Final Prospectus”), (1) offer, pledge,
announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file (or participate in
the filing of) a registration statement with the Securities and Exchange Commission in respect of, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for shares of Common Stock (including without limitation, shares of Common Stock which
may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange
Commission and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of ownership of the shares of, whether any such transaction described
in clause (1) or (2) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, (3)
make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for shares of Common Stock, or (4) publicly announce an intention to effect any transaction specific
in clause (1), (2) or (3) above.
Notwithstanding the foregoing,
the restrictions set forth in clause (1) and (2) above shall not apply to (a) transfers (i) as a bona fide gift or gifts, provided that
the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) to any trust for the direct or
indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound
in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value,
(b) the acquisition or exercise of any stock option issued pursuant to the Company’s existing stock option plan, including any exercise
effected by the delivery of shares of Common Stock of the Company held by the undersigned, or (c) the purchase or sale of the Company’s
securities pursuant to a plan, contract or instruction that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) that was in effect
prior to the date hereof. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood,
marriage or adoption, not more remote than first cousin.
The foregoing restrictions
are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or reasonably
expected to lead to or result in a sale or disposition of shares of Common Stock even if such securities would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase,
sale or grant of any right (including without limitation any put option or put equivalent position or call option or call equivalent position)
with respect to any of the shares of Common Stock or with respect to any security that includes, relates to, or derives any significant
part of its value from such shares.
The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives
of the undersigned.
The undersigned also agrees
and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar or depositary against the
transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
If the undersigned is an officer
or director of the Company, (i) the Representative agrees that, at least three business days before the effective date of any release
or waiver of the foregoing restrictions in connection with a transfer of Common Shares, the Representative will notify the Company of
the impending release or waiver, and (ii) the Company will agree in the Underwriting Agreement to announce the impending release or waiver
by press release through a major news service at least two business days before the effective date of the release or waiver. Any release
or waiver granted by the Representative hereunder to any such officer or director shall only be effective two business days after the
publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely
to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this
letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
The undersigned understands
that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder, the undersigned
shall be released from all obligations under this Lock-Up Agreement.
This Lock-Up Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof. The undersigned
irrevocably (i) submits to the jurisdiction of the Supreme Court of the State of New York, Borough of Manhattan and the United States
District Court for the Southern District of New York, for the purpose of any suit, action, or other proceeding arising out of this Lock-Up
Agreement (each a “Proceeding”), (ii) agrees that all claims in respect of any Proceeding may be heard and determined in any
such court, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process
therein, (iv) agrees not to commence any Proceeding other than in such courts, and (v) waives, to the fullest extent permitted by law,
any claim that such Proceeding is brought in an inconvenient forum.
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