Synergy CHC Launches $5.69M At-The-Market Offering Of Common Stock

Synergy CHC Corp.

Up to $5,690,000

Common 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 this prospectus. In accordance with the terms of the sales agreement, we may offer and sell shares of our comment stock under this prospectus 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, the closing 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 Capital Market on October 22, 2025. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell shares pursuant to this prospectus 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 the 12 calendar months prior to, and including, the date of this prospectus, we have not sold any securities pursuant to General Instruction I.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 their commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agents and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The Agents will be entitled to compensation under the terms of the sales agreement at a commission rate equal to 3.0% of the gross proceeds of the sales price of common stock that they sell. The net proceeds from any sales under this prospectus supplement will be used as described under "Use of Proceeds." The proceeds we receive from sales of our common stock, if any, will depend on the number of shares actually sold and the 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 meaning of the Securities Act, and their compensation as Agents will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act.

We are a "smaller reporting company" as defined under the federal securities laws and, under applicable SEC rules, we have elected to comply with certain reduced public company reporting and disclosure requirements.