Synergy CHC Corp. Announces Private Placement Offering of up to US$20 Million
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
WESTBROOK, ME–(May 3, 2017) – Synergy CHC Corp. (“Synergy” or the “Company“) (OTCQB: SNYR) is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation (the “Agent” or “MRCC“) for a best-efforts private placement offering (the “Offering“) of up to US$20 million in special warrants (the “Special Warrants“) of the Company. The Special Warrants will have indicative pricing of US$1.50 per Special Warrant with the exact price and structure of the Special Warrant to be determined in the context of the market and to the mutual satisfaction of the Agent and the Company.
Each Special Warrant will entitle the holder thereof to acquire, at no additional cost and without any further action on the part of the holder, one common share of the Corporation.
To increase its share ownership in Synergy, Knight Therapeutics Inc. (TSX: GUD), through one of its wholly-owned subsidiaries, has committed to subscribe for 7.5% of the offering up to a maximum of US$2 million as a lead order conditional on Synergy meeting certain fundraising requirements which this offering is expected to satisfy.
The Company will grant the Agent an option (the “Agent’s Option“) exercisable at any time up to and including the Closing (as defined herein) to increase the size of the Offering by up to 15% in Special Warrants by giving written notice of the exercise of the Agent’s Option, or a part thereof, to the Company at any time up to 48 hours prior to Closing.
The gross proceeds from the Offering will be used for general corporate purposes and potential acquisitions.
The Special Warrants will be offered in the provinces of Alberta, British Columbia, and Ontario, and otherwise in those jurisdictions where the Offering can lawfully be made including the U.S. under applicable private placement exemptions. Completion of the Offering is subject to certain closing conditions, including the receipt of all necessary regulatory approvals.
Closing of the Offering is expected to occur on or about the 4th week of May, 2017, or such other date as is reasonable and agreed upon between the Agent and the Company (the “Closing“).
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in the United States or in any other jurisdiction in which any such offer, solicitation or sale would be unlawful. The securities to be offered under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws, and may not be offered or sold in the United States or to U.S. Persons (as that term is defined in Regulation S under the 1933 Act) except in transactions exempt from the registration requirements of the 1933 Act and applicable state securities laws.
ABOUT SYNERGY CHC CORP.
Synergy CHC Corp. 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 acquisition. Synergy’s diversified portfolio now includes FOCUSFactor™, Flat Tummy Tea™, Sneaky Vaunt™, Neuragen™, and Hand MD™. For more information, please visit www.synergychc.com.
FLAT TUMMY TEA®
Flat Tummy Tea’s uniquely formulated two-step herbal detox tea works to naturally help speed metabolism, boost energy and reduce bloating to flatten your tummy. It’s currently sold exclusively online to a global, 20-30 year old female, predominantly American market.
Since being founded in 2013, Flat Tummy Tea has grown rapidly, largely attributed to the strength of their branding and their innovative and effective use of social media. Their secret is a very specific process and ROI based algorithm used on various online platforms. To date, Flat Tummy Tea has built a targeted social media following of over 1,300,000, many of whom are now customers.
Sneaky Vaunt is Synergy’s newest brand that just launched in March, 2017. Sneaky Vaunt markets and sells a backless, strapless, stick on, push up bra exclusively online through social media channels.
Sneaky Vaunt is being marketed on the same ROI based algorithm that Flat Tummy Tea uses and is currently being used by The Synergy Effect on various online marketing platforms. In one month, Sneaky Vaunt has built a targeted social media following of over 225,000 on Instagram.
FOCUSfactor is sold at America’s leading retailers such as Costco, Sam’s Club, Wal-Mart, BJ’s Walgreens, CVS and The Vitamin Shoppe. FOCUSfactor, America’s leading brain health supplement is a nutritional supplement that includes a proprietary blend of brain supporting vitamins, minerals, antioxidants and other nutrients. In December 2012, the United States Patent and Trademark Office issued US Patent 8,329,227 covering FOCUSfactor’s proprietary formulation “for enhanced mental function.” The issuance of the patent marked one of the few times a patent has been issued for a nationally branded nutritional supplement. FOCUSfactor is clinically tested with results demonstrating improvements in focus, concentration and memory in healthy adults. For more information, please visit focusfactor.com.
Neuragen® is a topical product that works directly at the site of the pain as opposed to oral products. Neuragen® reduces the spontaneous firing of damaged peripheral nerves. By calming these firings at the source, Neuragen® is clinically shown to reduce shooting and burning pains quickly and without the side effects of orally taken medications. This is in part due to the small lipophilic molecules found in Neuragen® which rapidly carry the active ingredients through the rough outer layer of the skin to the site of the pain. Neuragen® is available over the counter in most local pharmacies either in the diabetic section or the analgesic (pain) section. For more information, please visit neuragen.com.
Hand MD is the world’s first anti-aging skincare line formulated specifically for the hands. Hands reveal a woman’s true age and the rejuvenation of the hand has become women’s #1 aging concern. Developed by Kara Harshbarger and renowned celebrity dermatologist Dr. Alex Khadavi, Hand MD’s extensive clinical trials show significant improvement in the appearance of fine lines and wrinkles, skin hydration, hyper-pigmentation and radiance. HAND MD launched on QVC and sold out in an astonishing 5 minutes. For more information, please visit buyhandmd.com.
THE SYNERGY EFFECT®
The Synergy Effect is Synergy’s fast-growth online marketing platform, a growth engine built to grow brands exponentially online. Launched in 2017, The Synergy Effect powers Synergy’s brands online, driving revenue using best-in-class digital strategy and its proprietary ROI algorithm. Already boasting success stories including Flat Tummy Tea and Sneaky Vaunt, both of which have experienced unprecedented growth in digital and social media, The Synergy Effect will spend the upcoming year further unlocking the huge online growth potential within Synergy’s existing portfolio of brands, as well as brands acquired by Synergy.
More information on The Synergy Effect can be found at www.thesynergyeffect.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. All statements, other than statements of historical facts, regarding management’s expectations, beliefs, goals, plans or Synergy’s prospects should be considered forward-looking. Readers are cautioned that actual results may differ materially from projections or estimates due to a variety of important factors, including: Synergy’s ability to integrate any new products into its current operations; the risks and uncertainties associated with Synergy’s ability to manage its cash resources; obtaining additional financing to support Synergy’s operations; Synergy’s dependence on third parties for its research and development, manufacturing and distribution functions; Synergy’s dependence on its license relationships; protecting the intellectual property developed by or licensed to Synergy; and Synergy’s ability to build its operations to support its business strategy and promote its products. These and other risks are described in greater detail in Synergy’s filings with the SEC, copies of which are available free of charge at the SEC’s website (www.sec.gov) or upon request from Synergy. Synergy may not actually achieve the goals or plans described in its forward-looking statements, and investors should not place undue reliance on these statements. Synergy assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
Chairman / CEO
Synergy CHC Corp