UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule
13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
SYNERGY CHC CORP.
(Name of Issuer)
Common Stock, $0.00001 par value
(Title of Class of Securities)
87165D 109
(CUSIP Number)
Donald Lee, Esq.
LKP Global Law, LLP
1901 Avenue of the Stars, Suite 480
Los Angeles, California 90067
(424) 239-1890
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 2 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
URX Acquisition Trust |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ |
3. | SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
6,000,000 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
6,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 3 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
KMJZ Investments, L.L.C. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ |
3. | SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
6,000,000 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
6,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 4 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
Chai Trust Company, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐ |
3. | SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
6,000,000 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
6,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 5 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
Arbicha Investments, LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ |
3. | SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
6,000,000 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
6,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 6 of 9 Pages |
1. |
NAME OF REPORTING PERSON:
Casa Vicente LLC |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒ |
3. | SEC USE ONLY |
4. |
SOURCE OF FUNDS
OO |
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐ |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. |
SOLE VOTING POWER
0 |
8. |
SHARED VOTING POWER
6,000,000 | |
9. |
SOLE DISPOSITIVE POWER
0 | |
10. |
SHARED DISPOSITIVE POWER
6,000,000 |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000 |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ |
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.11% |
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 7 of 9 Pages |
ITEM 1. | SECURITIES AND ISSUER |
This statement relates to the shares of common stock, par value $0.00001 per share (“Common Stock”) of Synergy CHC Corp., a Nevada corporation (“Issuer”), which principal executive offices are located at 865 Spring Street, Westbrook, ME 04092.
Item 2. | Identity and Background |
(a) This statement is being filed by (i) URX Acquisition Trust, a Delaware statutory trust (“URX Trust”), (ii) KMJZ Investments, L.L.C., a Delaware limited liability company (“KMJZ”), (iii) Chai Trust Company, LLC, an Illinois limited liability company (“Chai”), (iv) Arbicha Investments, LLC, a California limited liability company (“Arbicha”), and (v) Casa Vicente LLC, a Florida limited liability company (“Casa Vicente,” and together with URX Trust, KMJZ, Chai and Arbicha, collectively the “Reporting Persons”).
(b) The principal business address of URX Trust is 8 The Green, Suite A, Dover, Delaware 19901.
The principal business address of KMJZ and Chai is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.
The principal business address of Arbicha is 12011 San Vicente Blvd., Suite 405, Los Angeles, California 90049.
The principal business address of Casa Vicente is 11661 San Vicente Boulevard, Suite 902, Los Angeles, California 90047.
(c) The principal business of URX Trust is to hold, collect, manage and exercise rights with respect to certain purchase consideration of Issuer in connection with the transactions described in Item 4 below, which consideration includes Issuer’s securities reported by the Reporting Persons in this statement.
The principal business of KMJZ is investments.
The principal business of Chai is trust administration. Chai is the trustee of trusts which are the members of KMJZ.
The principal business of Arbicha is to act as a trustee of URX Trust.
The principal business of Casa Vicente is investments.
(d) None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons nor any of the individuals set forth in Schedule A attached hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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) URX Trust is a Delaware statutory trust. KMJZ is a limited liability company organized in Delaware. Chai is a limited liability company organized in Illinois. Arbicha is a limited liability company organized in California. Casa Vicente is a limited liability company organized in California.
ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
No funds were used in the acquisition of Issuer’s securities reported in this statement as they were acquired in exchange for other securities as described in Item 4 below.
ITEM 4. | PURPOSE OF TRANSACTION |
URX Trust was created to hold, collect, manage and exercise rights with respect to Issuer’s purchase consideration (the “Consideration”) in connection with its acquisition of all of the issued and outstanding capital stock of Breakthrough Products, Inc., a Delaware corporation (“Target”), which Consideration includes 6,000,000 shares of Common Stock (the “Shares”). Such acquisition was effected pursuant to a Stock Purchase Agreement dated as of November 12, 2015 (the “Purchase Agreement”), by and among Issuer, Target, the Target’s shareholders (collectively the “Target shareholders”), and URX Trust.
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 8 of 9 Pages |
To ensure that Issuer can be adequately indemnified as may be required under the Purchase Agreement, the Consideration was entrusted to URX Trust concurrently with the closing of the Purchase Agreement pursuant to an Agreement and Declaration of Trust dated as of November 12, 2015 (the “Trust Agreement”), by and among KMJZ (which is under the control of Chai), Arbicha, Casa Vicente and URX Acquisition Trustee, LLC, a Delaware limited liability company which functions as custodian of the Consideration and all other trust assets. Under the Trust Agreement, URX Trust will hold the Consideration until the earlier of a sale of Issuer or three years from the closing of the Purchase Agreement. During such period, URX Trust is vested with all legal title to the Consideration, and shall vote and exercise all other shareholder rights with respect to the Shares. URX Trust is controlled by its three voting trustees, namely KMJZ, Arbicha and Casa Vicente.
The foregoing descriptions of the Purchase Agreement and the Trust Agreement do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Trust Agreement, which have been filed as Exhibits 7.02 and 7.03, respectively, and are incorporated herein by this reference.
Except as set forth herein or such as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)–(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by Issuer’s board of directors, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing shares of Common Stock and/or other securities of the Issuer (collectively, “Securities”), disposing of any or all of their Securities, in the open market or otherwise, at any time and from time to time, and engaging in any hedging or similar transactions with respect to the Securities. 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) – (b) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 6,000,000 shares of Common Stock, constituting approximately 7.11% of Issuer’s currently issued and outstanding Common Stock. Such percentage is based upon 84,360,097 shares of Common Stock issued and outstanding, including 69,238,044 shares of Common Stock as reported in Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2015, and 15,122,053 shares of Common Stock issued pursuant to the transactions described on the Form 8-K filed by Issuer with the SEC on November 18, 2015.
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons during the past 60 days is set forth in Item 4 above, which is incorporated herein by reference.
(d) While the Shares are being held by URX Trust as described in Item 4 above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares, other than (i) the Reporting Persons and (ii) Issuer, who may be deemed to have such right in connection with the indemnification obligations of Target, the Target shareholders and URX Trust to Issuer under the Purchase Agreement.
(e) Not applicable.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
The information regarding the Purchase Agreement and the Trust Agreement under Item 4 is incorporated herein by reference in their entirety.
Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons listed in Schedule A hereto or mentioned in the above Item 2 and any other person with respect to any securities of Issuer, the occurrence of which would give another person voting power or investment power over the securities of the Issuer.
ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit No. | Description | |
7.01 | Joint Filing Agreement, dated as of February 9, 2016, by and among the Reporting Persons. | |
7.02 | Purchase Agreement (1) | |
7.03 | Trust Agreement |
(1) | Incorporated by reference to Exhibit 10.13 attached to Issuer’s Current Report on Form 8-K filed with the SEC on November 18, 2015. |
CUSIP No. 87165D 109 | SCHEDULE 13D | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 9, 2016
URx acquisition trust | |||
By: | KMJZ Investments, LLC | ||
By: | /s/ Jonathan D. Wasserman | ||
Name: | Jonathan D. Wasserman | ||
Title: | Vice President and Secretary |
KMJZ INVESTMENTS, L.L.C. | ||
By: | /s/ Jonathan D. Wasserman | |
Name: | Jonathan D. Wasserman | |
Title: | Vice President and Secretary | |
CHAI TRUST COMPANY, LLC | ||
By: | /s/ Phillip G. Tinkler | |
Name: | Phillip G. Tinkler | |
Title: | Chief Financial Officer |
ARBICHA INVESTMENTS, LLC | |||
By: | Arbicha, LLC, Sole Member | ||
By: | /s/ Randall Kaplan | ||
Name: | Randall Kaplan | ||
Title: | Manager |
CASA VICENTE LLC | ||
By: | /s/ David Leyrer | |
Name: | David Leyrer | |
Title: | Manager |
SCHEDULE A
Directors and Executive Officers of Certain Reporting Persons
KMJZ:
Name | Position | Citizenship | Principal Occupation | Business Address |
Samuel Zell | President | United States | Chairman and Chief Executive Officer of the Equity Group Investments division (“EGI”) of Chai | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Mark Sotir | Vice President | United States | Co-President of EGI | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Philip G. Tinkler | Vice President and Treasurer | United States | Chief Financial Officer and Chief Operating Officer of EGI | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Jonathan D. Wasserman | Vice President and Secretary | United States | Chief Legal Officer of EGI | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Chai:
Name | Position | Citizenship | Principal Occupation | Business Address |
James Bunegar | Chief Operating Officer, Compliance Officer, Vice President, Assistant Trust Officer and Treasurer of General Partner | United States | Vice President - Taxes of EGI | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Thomas Henghan | Senior Managing Director of General Partner | United States | Chief Executive Officer of Equity International, a private equity firm | Two North Riverside Plaza, Suite 1500, Chicago, Illinois 60606 |
Robert M. Levin | Senior Trust Officer and a Senior Managing Director of General Partner | United States | Partner in the law firm of Levin, Schreder & Carey, Ltd. | 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602 |
Philip G. Tinkler | Chief Financial Officer of General Partner | United States | Chief Financial Officer and Chief Operating Officer of EGI | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Jonathan D. Wasserman | President and Senior Managing Director of General Partner | United States | Chief Legal Officer of EGI | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
JoAnn Zell | Senior Managing Director of General Partner | United States | Physician | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Kellie Zell | Senior Managing Director of General Partner | United Sates | Homemaker | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Matthew Zell | Senior Managing Director of General Partner | United Sates | High school teacher | Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 |
Arbicha:
Name | Position | Citizenship | Principal Occupation | Business Address |
Arbicha, LLC | Sole Member | California | Manager of Arbicha | 12011 San Vicente Blvd., Suite 405, Los Angeles, California 90049 |
Randall Kaplan | Manager of Sole Member | United States | Entrepreneur and Investor | 12011 San Vicente Blvd., Suite 405, Los Angeles, California 90049 |
Casa Vicente:
Name | Position | Citizenship | Principal Occupation | Business Address |
David Leyrer | Manager | United States | Investor | 11661 San Vicente Boulevard, Suite 902, Los Angeles, California 90047 |