美国

证券交易委员会

华盛顿特区20549

13D计划表

根据1934年证券交易法

(修正案编号     )*

Synergy CHC 公司。

(发行人名称)

普通股股票，每股面值0.00001美元

(证券类别名称)

87165D208

(CUSIP编号)

Jack Ross

156 Heddas Way

新斯科舍省的Fall River邮政编码是B2万亿0J4

(902) 237-1220

（收到通知和信息的授权人的名称、地址和电话号码）

2024年10月24日

（需要提交本声明的事件日期）

如果提交人先前曾根据13G表格提交报告，报告了本13D表格的主题的收购，且因为§§240.13d-1(e)、240.13d-1(f)或240.13d-1(g)而提交此表格，请勾选以下框。 ☐

单张债券以纸质形式提交的时间表应包括签署的原件和五份副本，包括所有附件。有关应将副本发送给的其他方详见§240.13d-7。

本封面上所要求的信息并不被视为根据证券交易法案18 条的目的而“已提交”，亦不受该节规定的其他责任所限制，但应受该法案的所有其他条款（但请 参见注释）。

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”).

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.

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

(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.

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