Note: This is a NASDAQ uplisting from the OTC. This is NOT an IPO.

We are a provider of consumer health care, beauty, and lifestyle products. (Incorporated in Nevada)

Our current brand portfolio consists of two marquee brands, FOCUSfactor, a clinically tested brain health supplement (this study was performed independently and is not related to any FDA-approved investigational new drug (IND) application) that has been shown to improve memory, concentration and focus, and Flat Tummy, a lifestyle and wellness brand that provides a suite of nutritional products to help women achieve their nutrition and weight management goals. During the year ended December 31, 2023, FOCUSfactor represented 87% of our net revenue and Flat Tummy was 13%. During the six months ended June 30, 2024, FOCUSfactor represented 85% of our net revenue and Flat Tummy represented 15%. Our products are sold through some of the nation’s leading club, mass drug, and other retailers such as Costco, Amazon.com, Walmart, Walgreens, CVS, The Vitamin Shoppe, Target.com, H-E-B, Meijer, and Albertson’s. Additionally, we have expanded into Canada and the United Kingdom (UK).

We built our brand portfolio through strategic acquisitions. We acquired the FOCUSfactor brand in January 2015 for cash consideration of $6.0 million, including earnout. In November 2015, we acquired our second marquee brand, Flat Tummy, for AUD 10.0 million (or approximately $7.0 million), using a mix of cash and stock. Our capital structure following the acquisitions of our key brands in 2015 has been highly levered, and our focus has been on paying our debt and, as a result, we do not have the resources to grow our business. We have grown our FOCUSfactor brand from 3 SKUs at acquisition to over 34 SKUs, and our Flat Tummy Brand from 1 SKU to 13 SKUs. We use the term SKU, or stock-keeping unit, to refer to a product with a unique UPC (Universal Product Code), which is the barcode used to identify products.

Our growth from 2022 to the present was driven by expanded distribution of our FOCUSfactor product line to some of our major retailers, such as Costco, CVS and Walmart, among others. This expansion included SKUs within our FOCUSfactor vision line as well as focus and energy Ready-to-Drink (RTD). As a result, net revenue for the year ended December 31, 2023 was $42.8 million, an increase of $4.4 million, or 11%, over net revenue for the year ended December 31, 2022. Net revenue for the six months ended June 30, 2024 was $17.4 million, a decrease of $1.3 million, or 7.0% over net revenue for the six months ended June 30, 2023. FOCUSfactor net revenue decreased from $15.1 million for the six months ended June 30, 2023 to $14.8 million for the six months ended June 30, 2024, which represents a 1.9% decrease. FOCUSfactor net revenue for the year ended December 31, 2023 was $37.2 million, a 17.0% increase over FOCUSfactor net revenue for the year ended December 31, 2022 of $31.8 million.

Following the completion of this offering, although we do not have a specific plan for the use of the net proceeds of this offering, we intend to use the proceeds on initiatives to accelerate the growth of both our FOCUSfactor supplements and FOCUSfactor energy RTD products. Our asset-light business model, in which we partner with third-party manufacturers to produce our brand offerings, allows us to scale quickly and profitably while satisfying growing demand.

During the year ended December 31, 2023, our net revenues, net income (loss) and EBITDA were $42.8 million, $6.3 million and $10.8 million, respectively, as compared to $38.4 million, $(32.6) million and $(25.8) million for the prior year. The EBITDA improvement in 2023 was due to both the increase in revenue, distribution and non-recurring items in 2022, including a $12.5 million inventory write-off and a $6.1 million one-time NASCAR advertising campaign. At December 31, 2023 we had a working capital deficit of $2.2 million. For the six months ended June 30, 2024, our net revenues, net income and EBITDA were $17.4 million, $1.2 million and $3.5 million, respectively, representing a decrease of 7.0%, 50%, and 18% over the same period in the prior fiscal year. At June 30, 2024 we had a working capital deficit of $3.8 million.

(Note: Synergy CHC Corp. upsized its public offering/NASDAQ uplisting deal to 1.1 million shares – up from 1.0 million shares – and priced the offering at $9.00 – the bottom of its $9.00-to-$11.00 price range – to raise $9.9 million on Tuesday night, Oct. 22, 2024. Background: Synergy CHC Corp. cut its public offering/NASDAQ uplisting deal in half – to 1.0 million shares – down from 2.0 million – and kept the offering price at $9.00 to $11.00 – to raise $10 million, according to an S-1/A filing dated Oct. 10, 2024. Background: Synergy CHC Corp. is offering 2.0 million shares at a price range of $9.00 to $11.00 to raise $20.0 million, according to its S-1/A filing dated Sept. 9, 2024.)

(Note: Synergy CHC Corp. revived its plans for a NASDAQ uplisting from the OTC Pink Market in an S-1 filing dated Aug. 28, 2024, without disclosing terms for its IPO, which is estimated to have proceeds of $69.0 million. In this filing, Synergy CHC Corp. changed its sole book-runner to Roth Capital Partners from B. Riley Securities, its original sole book-runner.)

(Note: Synergy CHC Corp. withdrew its plans for a NASDAQ uplisting in an SEC letter dated Oct. 14, 2022. Synergy CHC filed its S-1 on Oct. 22, 2021, after submitting confidential IPO documents on Aug. 9, 2021.)