Synergy CHC Corp. (SNYR) Earnings Call Transcript & Summary

Welcome to the 2026 Annual Meeting of the Stockholders of Synergy CHC Corp. It is now 10:00 a.m., and the meeting will please come to order. My name is Jack Ross, and I'm the Chief Executive Officer, and I will provide over the -- preside over the meeting. Also present are Jamie Fickett, our Chief Financial Officer; Jon Smith from Vstock Transfer, who will act as our Inspector of Elections for this meeting; and Mike Bradshaw from Nelson Mullins Riley & Scarborough LLP, the company's outside counsel. We have adopted an agenda for our program this morning. In accordance with the agenda, we will proceed as follows: I will conduct official business of the 2026 Annual Meeting during this portion of the meeting. All discussions will be limited to official business at hand and participation will be limited to the stockholders of record and their proxies. If you wish to participate in this meeting, please use the Q&A button on your screen. We will now proceed to the business portion of this meeting. We have an affidavit from Vstock Transfer LLC, certifying that on or about April 30, 2026, the company furnished notice of the annual meeting and made proxy materials available to the stockholders in accordance with the applicable SEC rules, including by mailing a notice of intent, availability proxy materials and stockholders entitled to vote at the meeting. A list of the stockholders entitled to vote at this morning's meeting has been available at the company's headquarters for the past 10 days for inspection of any of the stockholders entitled to vote. Vstock Transfer has examined the proxies received and reports that the shares entitled to [ 9,808,119 ] votes or approximately 65% of the total votes of the holders of shares of our common stock entitled to be cast at this meeting are present virtually or represented by valid proxies at this meeting. A quorum is present, and the meeting may now proceed with its business. The company has appointed John Smith to serve as the Inspector of Elections on behalf of the company for this meeting, and he will tabulate the results of the voting. To expedite the flow of business at this meeting, we intend to adhere to the following order of business. Each of the matters to be discussed and acted upon the stockholders today will be moved and discussed in order set forth in the proxy statement. The actual vote of each item will be deferred until all matters to be acted upon have been discussed. The first matter to be voted upon is the election of the five directors to the Board of Directors to serve until 2027's Annual Meeting. Nominations are now in order for the candidates for directors to serve until 2027 Annual Meeting or until his or her succession is elected and qualified.

To put in nomination the names of the slate of directors listed in the proxy statement, I hereby nominate the following persons to be elected as directors to serve until the 2027 Annual Meeting: Jack Ross, Alfred Baumeler, Paul SoRelle, Nitin Kaushal, Teresa Thompson.

Since no other nominations or persons for election to the Board of Directors were received in a timely manner pursuant to the company's bylaws, the nominations are now closed. The next order of business concerns the proposal to ratify the selection of the company's independent registered public accounting firm. The Audit Committee of the Board of Directors has selected the firm RBSM LLP as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2026.

On behalf of the Audit Committee of the Board of Directors, I move that the selection of RBSM LLP as the company's independent registered public accounting firm for the 2027 fiscal year be ratified.

A motion has been made to ratify the Audit Committee's selection of RBSM LLP. The next order of business concerns the proposal to amend Synergy CHC's 2024 equity incentive plan to increase the aggregate number of shares of common stock available for issuance under Synergy CHC Corp's 2024 equity incentive plan to 150 million shares of common stock and to permit repricing of outstanding awards.

I hereby move that this proposal be approved.

The next order of business concerns the proposal. The next -- sorry, the next order of business concerns the proposal approved for the full issuance of shares of common stock issuable by the company upon exercise of a lender warrant for the purpose of complying with NASDAQ ruling 5635(b) and 53635(d).

I hereby move that this proposal be approved.

The next order of business concerns the proposal to approve one or more reverse stock splits at one or more specific ratios to be determined by the Board, provided that the aggregate ratio of all the reverse stock splits does not exceed a 1-for-200.

I hereby move that this proposal be approved.

Since no other proposals for business to be transacted at this meeting were received in a timely manner pursuant to the company's bylaws, we will now proceed to the vote on each of the previously discussed motions. The polls for voting on each of the matters to be voted on are now open. It is not necessary for the stockholders to vote by ballot if they have already sent in their proxy cards unless they wish to change their vote. If you are a record holder or a Vstock -- sorry, if you are a record holder of Vstock and would like to change your vote, please follow the instructions under the resource buttons. If you are a beneficial Street name holder and wish to change your vote, please provide your legal proxy and voting form to [email protected] at this time. [Voting]

I now declare the polls closed and ask for the Inspector of Elections, John Smith, to provide his preliminary report. According to the preliminary report of the inspectors of elections based on the proxy holders and stockholders' ballots, the persons nominated for the Board of Directors have been elected to serve as the directors of the company until the 2027 Annual Meeting. The proposal to ratify the selection of RBSM as the company's independent registered public accounting firm has been approved. The amendment to Synergy CHC 2024 equity incentive plan has been approved. The full issuance of shares of common stock issued by the company upon exercise of a lender warrant has been approved. And one or more reverse stock splits at an aggregate ratio of up to 1-for-200 has been approved. We intend to report the voting results in a current report on a Form 8-K within four business days after the annual meeting. If the final results are not available at that time, we will report the preliminary results and file the amendment once the voting results are known. Thank you all for joining us, and this concludes our 2026 Annual Meeting of the Stockholders.