Synergy CHC Corp. (OTCMKTS:SNYR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On June 21, 2017, we entered into and simultaneously closed on an
Asset Purchase Agreement with Perfekt Beauty Holdings LLC and CDG
Holdings, LLC, which owns 92.3% of the issued and outstanding
equity interests of Perfekt Beauty. Perfekt Beauty is engaged in
the business of developing and selling skincare and cosmetics
products under the brand Per-fekt.

to the Purchase Agreement, we purchased all of Perfekt Beautys
assets and assumed certain of its liabilities for a purchase
price of $709,988.34, which was paid with an aggregate of 473,326
shares of our common stock, which share amount was derived by
dividing the purchase price by $1.50. As additional
consideration, we will pay quarterly royalties equal to 5% of net
sales for 10 years following the closing date. The purchase price
is subject to adjustment as provided in the Purchase Agreement,
based on the final amounts of accounts payable, accounts
receivable and new and unsold inventory.

We did not assume the liabilities associated with the wholesale
value of any returns of any Perfekt Beauty product inventory held
by Ulta Beauty as of the closing (the Ulta Held Inventory),
which, as of the closing, had a wholesale value of approximately
$1,010,000 (the Ulta Liability Amount). In the event of the
return to CDG Holdings of any Ulta Held Inventory, we will
purchase such inventory from CDG Holdings at CDG Holdings true
cost of manufacturing for such inventory. Under the Purchase
Agreement, we agreed to use commercially reasonable efforts to
sell Perfekt Beauty products to Ulta (New Product Sales) and to
support the resale of any Perfekt Beauty products sold to Ulta,
and once New Product Sales (measured using the net sales
definition in the Purchase Agreement) equal or exceed the Ulta
Liability Amount, then we will assume the liabilities associated
with the Ulta Held Inventory. Notwithstanding the foregoing, on
the one-year anniversary of the closing, we will assume all
liabilities associated with the Ulta Held Inventory.

The Purchase Agreement contains customary representations and
warranties and covenants by the parties. The Purchase Agreement
contains customary indemnification provisions in favor of our
company and our affiliates, including, subject to certain
limitations, whereby Perfekt Beauty and CDG Holdings agree to
indemnify us and our affiliates for any losses arising out of any
breach of their representations or warranties and any breach or
failure to perform their obligations under the Purchase
Agreement, among others. In certain cases, indemnification is not
triggered until the losses to be indemnified exceed $20,000, at
which time all losses are included, but indemnification is capped
at the purchase price. Indemnified losses are to be paid first
out of any royalty payments due under the Purchase Agreement.

As a condition of the closing of the Purchase Agreement, Perfekt
Beauty and CDG Holdings entered into lock up agreements, to which
they have agreed to not sell any of the shares of our common
stock received in the transaction for a period of four months.

The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, which will be filed as an
exhibit to our Quarterly Report on Form 10-Q for the quarter
ending June 30, 2017.

Item 2.01. Completion of Acquisition or Disposition of
Assets.

The information in Item 1.01 of this Current Report is
incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity
Securities.

The information regarding the issuance of shares of our common
stock reported in Item 1.01 of this Report is incorporated herein
by reference. The shares of common stock issued to Perfekt Beauty
and CDG Holdings were sold in a transaction exempt from
registration under the Securities Act of 1933, as amended (the
Securities Act), in reliance on Section 4(a)(2) thereof. The
shares of our common stock issued to Perfekt Beauty and CDG
Holdings may not be offered or sold in the United States absent
registration or exemption from registration under the Securities
Act and any applicable state securities laws.

Item 8.01. Other Events.

On June 22, 2017, we issued a press release announcing the
transaction with Perfekt Beauty and CDG Holdings. A copy of the
press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

If and to the extent required, the financial statements required
by Item 9.01(a) of Form 8-K will be filed by amendment no later
than 71 calendar days after the date this Current Report on Form
8-K is required to be filed.

If and to the extent required, the financial statements required
by Item 9.01(b) of Form 8-K will be filed by amendment no later
than 71 calendar days after the date this Current Report on Form
8-K is required to be filed.

Synergy CHC Corp. Exhibit
EX-99.1 2 ex99-1.htm   Exhibit 99.1   EMBARGOED FOR USE BEFORE Contact: After 8am (Eastern) Jack Ross,…
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About Synergy CHC Corp. (OTCMKTS:SNYR)

Synergy CHC Corp., formerly Synergy Strips Corp., is a consumer healthcare company. The Company is engaged in the process of building a portfolio of consumer product brands. The Company is involved in the business of marketing and distributing consumer branded products through various distribution channels primarily in the health and wellness industry. The Company’s portfolio of brands includes FOCUSfactor, Neuragen, Hand MD, UrgentRx and Flat Tummy Tea. FOCUSfactor is a brain health nutritional supplement that includes a blend of brain supporting vitamins, minerals, antioxidants and other nutrients. Flat Tummy Tea is a formulated two-step herbal detox tea that works to naturally help speed metabolism, boost energy and reduce bloating. Neuragen is a topical product that works directly at the site of the pain as opposed to oral products. UrgentRx provides relief for a range of every day ailments, such as allergy attacks, headaches, aches and pains, heartburn and upset stomach.