UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 2015
| Synergy CHC Corp. | ||
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-55098 | 99-0379440 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer ID Number) |
| 865 Spring Street, Westbrook, ME | 04092 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (615) 939-9004 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A (Amendment No. 1) amends the Current Report on Form 8-K we filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2015 (the “Original 8-K”). Among other things, the Original 8-K reported our acquisition of NomadChoice Pty Limited ACN 160 729 939 trading as Flat Tummy Tea, an Australian proprietary limited company (“NomadChoice”), through the purchase of all of its outstanding capital stock. The acquisition was consummated on November 15, 2015.
The purpose of this Amendment No. 1 is to provide financial statement information required by Item 9.01, which was excluded from the Original 8-K in reliance on Items 9.01(a)(4) and 9.01(b)(2).
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements for NomadChoice required by Item 9.01(a) of Form 8-K are included as Exhibit 99.1 and Exhibit 99.2 to this Amendment No. 1 to the Original Form 8-K and incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information for NomadChoice required by Item 9.01(b) of Form 8-K is included as Exhibit 99.3 to this Amendment No. 1 to the Original Form 8-K and incorporated herein by reference.
(c) Shell company transactions.
Not applicable.
(d) Exhibits
| Exhibit No. | Description | ||
| 99.1 | Audited financial statements for NomadChoice, including notes thereto, as of and for the years ended June 30, 2015 and 2014. | ||
| 99.2 | Unaudited financial statements for NomadChoice, including the notes thereto, for the three months ended September 30, 2015 and 2014. | ||
| 99.3 | Unaudited pro forma balance sheet of Synergy CHC Corp. as of September 30, 2015 and unaudited pro forma statement of operations of Synergy CHC Corp. for the nine months ended September 30, 2015 and for the year ended December 31, 2014, giving effect to the NomadChoice acquisition. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYNERGY CHC CORP. | |
| Date: February 9, 2016 | /s/ Jack Ross |
| Jack Ross | |
| President and Chief Executive Officer |