Synergy CHC Corp美股招股说明书(2025-12-09版)

PROSPECTUS SUPPLEMENT(To Prospectus Dated December 9, 2025) Synergy CHC Corp. Up to $5,690,000Common Stock We have entered into a sales agreement with Roth Capital Partners, LLC (the “Lead Agent”) and Bancroft Capital LLC (an“Agent” and together with the Lead Agent the “Agents”) relating to the issuance and sale of our common stock offered by thisprospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our comment stock under thisprospectus having an aggregate offering price of up to $5.69 million from time to time through or to the Agents. Our common stock is traded on the Nasdaq Capital Market, or Nasdaq, under the symbol “SNYR.” On December 8, 2025, theclosing sale price of our common stock on Nasdaq was $1.82 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates is $17.1 million based on 11,251,853 shares of outstanding common stock, of which 6,347,133 shares are held by non-affiliates, and a per share price of $2.69, which was the closing sale price of our common stock as quoted on the Nasdaq CapitalMarket on October 22, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to thisprospectus with a value of more than one-third of the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate market value of our common stock held by non-affiliates is less than $75,000,000. During the12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General InstructionI.B.6 of Form S-3. Sales of shares of our common stock under this prospectus supplement, if any, may be made by any method deemed to be an“at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. The Agents are not required to sell any specific number of shares of our common stock. The Agents have agreed to use theircommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agentsand us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agents will be entitled tocompensation under the terms of the sales agreement at a commission rate equal to 3.0% of the gross proceeds of the sales price ofcommon stock that they sell. The net proceeds from any sales under this prospectus supplement will be used as described under “Useof Proceeds.” The proceeds we receive from sales of our common stock, if any, will depend on the number of shares actually sold andthe offering price of such shares. In connection with the sale of common stock on our behalf, the Agents will be deemed to be underwriters within the meaningof the Securities Act, and their compensation as Agents will be deemed to be underwriting commissions or discounts. We have agreedto provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the SecuritiesAct. We are a “smaller reporting company” as defined under the federal securities laws and, under applicable SEC rules, we haveelected to comply with certain reduced public company reporting and disclosure requirements. Investing in our securities is highly speculative and involves a high degree of risk. You should read carefully andconsider the information contained in and incorporated by reference under “Risk Factors” beginning on page S-8of thisprospectus supplement, and the risk factors contained in other documents incorporated by reference. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. RothCapital Partners Bancroft Capital LLC The date of this prospectus supplement is December 9, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUMMARYS-1THE OFFERINGS-7RISK FACTORSS-8USE OF PROCEEDSS-9DILUTIONS-9DESCRIPTION OF OUR COMMON STOCKS-10PLAN OF DISTRIBUTIONS-13LEGAL MATTERSS-14EXPERTSS-14WHERE YOU CAN FIND MORE INFORMATIONS-14INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-15 PROSPECTUS ABOUT THIS PROSPECTUSiiPROSPECTUS SUMMARY1RISK FACTORS7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS8USE OF PROCEEDS9THE SECURITIES WE MAY OFFER10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF STOCK WARRANTS20DESCRIPTION OF SUBSCRIPTION RIGHTS21DESCRIPTION OF UNITS22FORMS OF SECURITIES23PLAN OF DISTRIBUTION25LEGAL MATTERS28EXPERTS28DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES29ADDITIONAL INFORMATION30INCORPORATION OF CERTAIN INFORMATION BY REFERENCE31 You should rely only on the in