UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________________

SCHEDULE 14A

______________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 14a-12

Synergy CHC Corp.
(Name of Registrant as Specified In Its Charter)

_______________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee previously paid with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED APRIL 17, 2026

April [•], 2026

To Our Stockholders:

You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Synergy CHC Corp., a Nevada corporation (the “Company”), to be held at 10:00 a.m., E.T., on Monday, June 29, 2026. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted solely by means of remote communication via a live webcast. For purposes of attendance at the Annual Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

Details regarding the Annual Meeting, the business to be conducted at the Annual Meeting, and information about the Company that you should consider when you vote your shares are described in this proxy statement.

At the Annual Meeting, we will ask stockholders to (i) elect five (5) persons to our board of directors (Proposal 1), (ii) ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2), (iii) approve a proposed amendment to the Synergy CHC Corp. 2024 Equity Incentive Plan (the “2024 Plan”) to (A) increase the aggregate number of shares of our common stock, par value $0.00001 per share (the “Common Stock”), available for issuance under the 2024 Plan to 35,000,000 shares of Common Stock and (B) permit the repricing of outstanding awards (as described in this proxy statement) (Proposal 3), (iv) approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the full issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant (as defined in the Proxy Statement) (Proposal 4), (v) approve a reverse stock split at a ratio of up to one-for-forty (Proposal 5) and (vi) transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The board of directors recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the Annual Meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On April [•], 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2025 Annual Report on Form 10-K. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either during the Annual Meeting or by proxy before the Annual Meeting. You may vote over the Internet or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the Notice and this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of the Company. We look forward to seeing you at the Annual Meeting.

		Sincerely,

		Jack Ross
		Chief Executive Officer and
		Chairman of the Board of Directors

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PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED APRIL 17, 2026

April [•], 2026

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TIME:		10:00 a.m., E.T.
DATE:		Monday, June 29, 2026
PLACE:		The Annual Meeting will be held by means of remote communication via a live webcast accessible at https://meeting.vstocktransfer.com/SYNERGYJUNE26. You can attend the Annual Meeting online and vote your shares during the online meeting. To be admitted to the Annual Meeting’s live webcast, you must register to attend the virtual meeting by 11:59 p.m., E.T., on Sunday, June 28, 2026, by visiting https://meeting.vstocktransfer.com/SYNERGYJUNE26, entering your 12-digit control number as shown in the Notice of Internet Availability of Proxy Materials (“Notice”), your proxy card, or the voting instruction form, and selecting “Attend a Meeting.” You will receive a confirmation email with information on how to attend the Annual Meeting. On the day of the meeting, you will be able to participate in the Annual Meeting by visiting https://meeting.vstocktransfer.com/SYNERGYJUNE26 and entering the same 12-digit control number you used to pre-register and as shown in your confirmation email. Participation in the Annual Meeting is limited and access to the meeting will be accepted on a first come, first served basis, once electronic entry begins. Electronic entry to the Annual Meeting will begin at 9:45 a.m., E.T., on the day of the meeting. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the virtual meeting page.

PURPOSES:

1. To elect five (5) directors to serve one-year terms expiring in 2027 (Proposal 1);

2. To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2);

3. To approve a proposed amendment to the Synergy CHC Corp. 2024 Equity Incentive Plan (the “2024 Plan”) to (A) increase the aggregate number of shares of our common stock, par value $0.00001 per share (the “Common Stock”), available for issuance under the 2024 Plan to 35,000,000 shares of Common Stock and (B) permit the repricing of outstanding awards (as described in this proxy statement) (Proposal 3);

4. To approve, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the full issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant (as defined in the Proxy Statement) (Proposal 4);

5. To approve a reverse stock split at a ratio of up to one-for-forty (Proposal 5); and

6. To transact such other business that is properly presented at the Annual Meeting and any adjournments or postponements thereof.

WHO MAY VOTE:

You may vote if you were the record owner of the Company’s Common Stock at 5:00 p.m. E.T. on April 24, 2026 (the “Record Date”). A list of stockholders of record will be available during the 2026 annual meeting of stockholders (the “Annual Meeting”) and the 10 days prior to the Annual Meeting at our principal executive offices located at 770 Roosevelt Trail STE 8 #1016, N. Windham, Maine 04062.

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All stockholders are cordially invited to attend the Annual Meeting. Stockholders who plan to attend the Annual Meeting must register at https://meeting.vstocktransfer.com/SYNERGYJUNE26 by 11:59 p.m., E.T., on Sunday, June 28, 2026 (the “Registration Deadline”), as described in your Notice, proxy card, or voting instruction form. As part of the registration process, you must enter the 12-digit control number shown on your Notice, proxy card, or voting instruction form. After completion of your registration by the Registration Deadline, a confirmation email with information on how to attend the Annual Meeting will be emailed to you. For purposes of attendance at the Annual Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

Whether you plan to attend the Annual Meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability of Proxy Materials that you previously received and submit your proxy by the Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Annual Meeting.

		BY ORDER OF THE BOARD OF DIRECTORS

		Jack Ross
		Chairman of the Board

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		PAGE
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		8
MANAGEMENT AND CORPORATE GOVERNANCE		9
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION		15
EQUITY COMPENSATION PLAN INFORMATION		20
REPORT OF AUDIT COMMITTEE		21
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		22
PROPOSAL 1 — ELECTION OF DIRECTORS		24
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		25
PROPOSAL 3 — APPROVAL OF AN AMENDMENT TO THE 2024 PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE UNDER THE 2024 PLAN AND TO PERMIT REPRICINGS OF OUTSTANDING AWARDS		27
PROPOSAL 4 — APPROVAL, FOR PURPOSES OF COMPLYING WITH NASDAQ LISTING RULES 5635(b) AND 5635(d), OF THE FULL ISSUANCE OF SHARES OF COMMON STOCK ISSUABLE BY THE COMPANY UPON EXERCISE OF THE LENDER WARRANT		31
PROPOSAL 5 — APPROVAL OF REVERSE STOCK SPLIT		33
CODE OF CONDUCT AND ETHICS		39
OTHER MATTERS		39
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR		39

Appendix A — Amendment to the 2024 Plan		A-1
Appendix B — Reverse Stock Split Charter Amendment		B-1

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Synergy CHC Corp.
770 Roosevelt Trail STE 8 #1016
N. Windham, Maine 04062

SYNERGY CHC CORP.
2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MONDAY, JUNE 29, 2026

This proxy statement, along with the accompanying Notice of 2026 Annual Meeting of Stockholders, contains information about the 2026 Annual Meeting of Stockholders of Synergy CHC Corp. (the “Annual Meeting”), including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 10:00 a.m. E.T., on Monday, June 29, 2026, by means of remote communication via a live webcast accessible at https://meeting.vstocktransfer.com/SYNERGYJUNE26.

In this proxy statement, we refer to Synergy CHC Corp. as the “Company,” “we” and “us.”

This proxy statement relates to the solicitation of proxies by our board of directors for use at the Annual Meeting.

On April [•], 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for the Annual Meeting and our 2025 Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended December 31, 2025.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MONDAY, JUNE 29, 2026

This proxy statement, the Notice of 2026 Annual Meeting of Stockholders, our form of proxy card and our 2025 Annual Report on Form 10-K to stockholders are available for viewing, printing and downloading at https://ts.vstocktransfer.com/irhlogin/SYNERGYCHC. To view these materials please have your 12-digit control number available, which appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements, for the fiscal year ended December 31, 2025 on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website at www.synergychc.com. You may also obtain a printed copy of our Annual Report on Form 10-K, including our financial statements, free of charge, from us by sending a written request to:

SYNERGY CHC CORP.
770 Roosevelt Trail STE 8 #1016
N. Windham, Maine 04062

Exhibits will be provided upon written request and payment of an appropriate processing fee.

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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy?

Our board of directors is soliciting your proxy to vote at the 2026 annual meeting of stockholders to be held by means of remote communication via a live webcast accessible at https://meeting.vstocktransfer.com/SYNERGYJUNE26 on Monday, June 29, 2026, at 10:00 a.m. E.T., and any adjournments or postponements of the meeting, which we refer to hereinafter as the “Annual Meeting.” This proxy statement, along with the accompanying Notice of 2026 Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of 2026 Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because you owned shares of Synergy CHC Corp.’s common stock, par value $0.00001 per share (the “Common Stock”), on the Record Date (as defined below). On April [•], 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for the Annual Meeting and our 2025 Annual Report on Form 10-K.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the Annual Meeting and help to conserve natural resources. If you received the Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Why is the Company holding the Annual Meeting virtually?

We are holding the Annual Meeting online and providing internet voting to facilitate stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world, with procedures designed to ensure the authenticity and correctness of your voting instructions. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location. Our stockholders will be afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in-person Annual Meeting.

Where can I get technical assistance?

If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number that will be posted at https://ts.vstocktransfer.com/irhlogin/SYNERGYCHC.

Who May Vote?

Only stockholders of record who owned our Common Stock at 5:00 p.m., E.T., on April 24, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. On the Record Date, there were 14,781,883 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Our Common Stock is our only class of voting stock.

If on the Record Date your shares of Common Stock are registered directly in your name with our transfer agent, VStock Transfer LLC, then you are a stockholder of record.

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If on the Record Date your shares are held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice shall be forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a legal proxy from your broker or other agent authorizing you to vote your shares when you register for the Annual Meeting.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes Do I Have?

Each share of our Common Stock that you own entitles you to one vote.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation and are not revoked will be voted in accordance with your instructions on the proxy card or as instructed via Internet. You may specify whether your shares should be voted for or withheld for each nominee for director, and whether your shares should be voted for, against or abstain with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the recommendations of our board of directors as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, VStock Transfer LLC, or you have stock certificates registered in your name, you may vote:

• By Internet. Follow the instructions included in the Notice or, if you received printed materials, in the proxy card to vote by Internet.

• By Telephone. Follow the instructions included in the Notice or, if you received printed materials, in the proxy card to vote by telephone.

• By mail. If you received a proxy card by mail, you can vote by mail by completing, signing, dating and returning the proxy card as instructed on the card. If you sign the proxy card but do not specify how you want your shares voted, they will be voted in accordance with the recommendations of our board of directors as noted below.

• At the Annual Meeting. If you attend the Annual Meeting virtually, you may vote at the Annual Meeting by following the instructions when you log in for the Annual Meeting at https://meeting.vstocktransfer.com/SYNERGYJUNE26. Have your proxy card or Notice in hand as you will be prompted to enter your 12-digit control number to vote at the Annual Meeting. Electronic entry to the Annual Meeting will begin 15 minutes before the start of the meeting.

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., E.T. on June 28, 2026. Telephone and Internet voting facilities for beneficial holders will be available 24 hours a day and will close at 11:59 p.m. E.T. on June 28, 2026.

If your shares are held in “street name” (held in the name of a bank, broker or other holder of record), you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy authorizing you to vote your shares when you register for the Annual Meeting.

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How Does Our Board of Directors Recommend that I Vote on the Proposals?

Our board of directors recommends that you vote as follows:

• “FOR” the election of each of the nominees for director (Proposal 1);

• “FOR” the ratification of the appointment of RBSM LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026 (Proposal 2);

• “FOR” the approval of the proposed amendment to the 2024 Plan to (A) increase the aggregate number of shares of Common Stock available for issuance under the 2024 Plan to 35,000,000 shares of Common Stock and (B) permit the repricing of outstanding awards (as described in this proxy statement) (Proposal 3);

• “FOR” the approval of, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the full issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant (Proposal 4); and

• “FOR” the approval of a reverse stock split at a ratio of up to one-for-forty (Proposal 5).

If any other matter is presented at the Annual Meeting, your proxy provides that your shares will be voted by the proxy holder listed in the proxy in accordance with his or her best judgment. At the time this proxy statement was first made available, we knew of no matters that needed to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy?

If you give us your proxy, you may change or revoke it at any time before the Annual Meeting. You may change or revoke your proxy in any one of the following ways:

• if you received a proxy card, by signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;

• by re-voting by Internet as instructed above;

• by notifying Synergy CHC Corp.’s Corporate Secretary in writing before the Annual Meeting that you have revoked your proxy; or

• by attending the Annual Meeting virtually and voting online. Attending the Annual Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote your shares online at the Annual Meeting to revoke your previously submitted proxy.

Your most current vote, whether by telephone, Internet or proxy card, is the one that will be counted.

What if I Receive More Than One Notice or Proxy Card?

You may receive more than one Notice or proxy card if you hold shares of our Common Stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described above under “How Do I Vote?” for each account to ensure that all of your shares are voted.

Will My Shares be Voted if I Do Not Vote?

If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on matters that are deemed “routine,” such as the proposal to ratify the appointment of the auditors (Proposal 2). Therefore, we encourage you to provide voting instructions to your bank, broker or other nominee. This ensures your shares will be voted at the Annual Meeting and in the manner you desire. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

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What Vote is Required to Approve Each Proposal and How are Votes Counted?

Proposal 1: Elect Directors		The nominees for director who receive the most votes (also known as a “plurality” of the votes cast) will be elected. You may vote either FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote.
Proposal 2: Ratify Appointment of Independent Registered Public Accounting Firm		The affirmative vote of a majority of the shares cast affirmatively or negatively for this proposal is required to ratify the appointment of our independent registered public accounting firm. Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. If a broker does not exercise this authority, such broker non-votes will have no effect on the results of this vote. We are not required to obtain the approval of our stockholders to select our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of RBSM LLP as our independent registered public accounting firm for 2026, the Audit Committee of our board of directors will reconsider its selection.
Proposal 3: Approve the Proposed Amendment to the 2024 Plan to Increase the Aggregate Number of Shares of Common Stock Available for Issuance under the 2024 Plan to 35,000,000 Shares of Common Stock and to Permit Repricings of Outstanding Awards		The affirmative vote of a majority of the total votes cast affirmatively or negatively for this proposal is required for approval of the proposed amendment to the 2024 Plan to increase the aggregate number of shares of Common Stock available for issuance under the 2024 Plan and to permit repricing of outstanding awards. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the vote of this proposal.
Proposal 4: Approve, for Purposes of Complying With Nasdaq Listing Rules 5635(b) and 5635(d), the Full Issuance of Shares of Common Stock Issuable by the Company Upon Exercise of the Lender Warrant		The affirmative vote of a majority of the total votes cast affirmatively or negatively for this proposal is required for approval of, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d), the full issuance of shares of common stock issuable by the Company upon exercise of the Lender Warrant. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the vote of this proposal.
Proposal 5: Approve a Reverse Stock Split at a Ratio of Up To One-For-Forty		The affirmative vote of a majority of the total votes cast affirmatively or negatively for this proposal is required for approval of a reverse stock split at a ratio of up to one-for-forty. Abstentions will have no effect on the results of this vote. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the vote of this proposal.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended Current Report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

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What Are the Costs of Soliciting these Proxies?

We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will not pay these directors and employees any additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

What Constitutes a Quorum for the Annual Meeting?

The presence, in person or by proxy, of the holders of at least 50.01% of all the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum for the Annual Meeting. Votes of stockholders of record who are present at the Annual Meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists.

Attending the Annual Meeting

The Annual Meeting will be held at 10:00 a.m., E.T., on Monday, June 29, 2026, solely by means of remote communication via a live webcast accessible at https://meeting.vstocktransfer.com/SYNERGYJUNE26.

All stockholders may attend the Annual Meeting. For stockholders who plan to attend the Annual Meeting, you must register at https://meeting.vstocktransfer.com/SYNERGYJUNE26 by 11:59 p.m., E.T., on Sunday, June 28, 2026 (the “Registration Deadline”), as described in your Notice, proxy card, or voting instruction form. As part of the registration process, you must enter the 12-digit control number shown on your Notice, proxy card, or voting instruction form. After completion of your registration by the Registration Deadline, a confirmation email with information on how to attend the Annual Meeting will be emailed to you.

You need not attend the Annual Meeting in order to vote.

Householding of Annual Disclosure Documents

SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single Notice or, if applicable, a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. This practice, referred to as “householding,” benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The rule applies to our Notices, annual reports, proxy statements and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single Notice or, if applicable, a single set of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, VStock Transfer LLC, by calling their toll-free number, 1-855-987-8625.

If you do not wish to participate in “householding” and would like to receive your own Notice or, if applicable, set of the Company’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Company stockholder and together both of you would like to receive only a single Notice or, if applicable, set of proxy materials, follow these instructions:

If your Company shares are registered in your own name, please contact our transfer agent, VStock Transfer LLC, and inform them of your request by calling them at 1-855-987-8625 or writing them at VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598. If a broker or other nominee holds your Company shares, please contact the broker or other nominee directly and inform them of your request.

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Electronic Delivery of Company Stockholder Communications

Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

• following the instructions provided on your Notice or proxy card; or

• following the instructions provided when you vote over the Internet at http://www.vstocktransfer.com/proxy.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the beneficial ownership of shares of our Common Stock as of April 24, 2026, known by us through our transfer agent and other records, held by: (i) each person who beneficially owns 5% or more of the shares of Common Stock then outstanding; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.

The information in this table reflects “beneficial ownership” as defined in Rule 13d-3 of the Exchange Act. To our knowledge and unless otherwise indicated, each stockholder has sole voting power and investment power over the shares listed as beneficially owned by such stockholder, subject to community property laws where applicable. Percentage ownership is based on 14,781,883 shares of Common Stock outstanding as of April 24, 2026. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power and that person’s address is c/o Synergy CHC Corp., 770 Roosevelt Trail STE 8 #1016, N. Windham, Maine 04062.

Name of Beneficial Owner	Number(1)	Percent
5% Stockholders:
Gowan Private Equity Inc.(2)	3,679,056	24.9	%
Knight Therapeutics International S.A.(3)	1,911,414	12.9	%

Named executive officers and directors:
Jack Ross(4)	4,795,757	32.4	%
Alfred Baumeler	—	—
Jaime Fickett	—	—
J. Paul SoRelle(5)	108,963	*
Nitin Kaushal	—	—
Teresa Thompson	—	—
All executive officers and directors as a group (6 persons)	4,904,720	33.2	%

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* Less than 1% of the outstanding common stock.

(1) Beneficial ownership as reported in the table has been determined in accordance with Rule 13d-3 under the Exchange Act and is not necessarily indicative of beneficial ownership for any other purpose. The number of shares of common stock shown as beneficially owned includes shares of common stock which may not be beneficially owned but over which a person would be deemed to exercise control or direction. The number of shares of common stock shown as beneficially owned includes shares of common stock subject to stock options exercisable and restricted stock units that were outstanding on April 24, 2026 and that will vest within 60 days of April 24, 2026. Shares of common stock subject to stock options exercisable and restricted stock units that will vest within 60 days after April 24, 2026 are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person.

(2) This stockholder’s address is 156 Heddas Way, Fall River NS B2T 0J4, Canada. Consists of 3,679,056 shares of common stock owned by Gowan Private Equity Inc. Jack Ross is the Chief Executive Officer of Gowan Private Equity Inc. Decisions regarding the voting or disposition of the shares held by Gowan Private Equity Inc. are made by Mr. Ross.

(3) Consists of 1,911,414 shares of common stock. This stockholder’s address is 3622 Saldanha da Gama, Office 311, Montevideo, Uruguay. Decisions regarding the voting or disposition of the shares held by Knight Therapeutics International S.A. are made by Arvind Utchanah.

(4) This stockholder’s address is 156 Heddas Way, Fall River NS B2T 0J4, Canada. Consists of 410,507 shares of common stock owned by Jack Ross, 3,679,056 shares of common stock owned by Gowan Private Equity Inc., 269,635 shares of common stock owned by Dunhill Distribution Group, Inc., 136,559 shares of common stock owned by Gowan Capital Inc. and 300,000 shares of common stock owned by Rosscor Brands Corp.. Jack Ross is the Chief Executive Officer of Gowan Private Equity Inc., Dunhill Distribution Group, Inc., Gowan Capital Inc. and Rosscor Brands Corp. Decisions regarding the voting or disposition of the shares held by Gowan Private Equity Inc., Dunhill Distribution Group, Inc., Gowan Capital Inc. and Rosscor Brands Corp. are made by Mr. Ross.

(5) Consists of 108,963 shares of common stock owned by the SoRelle Family Partnership LLLP. Decisions regarding the voting or disposition of the shares held by the SoRelle Family Partnership LLLP are made by its general partners, Mr. SoRelle, Carroll V. SoRelle, Carol S. Pederson and Merrie S. Foreman, and each general partner individually has voting and dispositive power over such shares.

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MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Directors

Our Bylaws provide that our business is to be managed by or under the direction of our board of directors. Our directors are elected at each annual meeting of the stockholders to hold office until the next annual meeting.

Our board of directors accepted the recommendation of the Nominating and Corporate Governance Committee and voted to nominate the names set forth below for election at the Annual Meeting to serve for a term until the 2027 annual meeting of stockholders, and until their respective successors have been elected and qualified, or until the death, resignation, or removal of any director pursuant to the Bylaws.

Set forth below are the names of the persons nominated for election as directors, their ages as of April 24, 2026, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our board of directors’ conclusion at the time of filing of this proxy statement that each person listed below should serve as a director is set forth below:

Name	Age	Position
Jack Ross	60	Chief Executive Officer and Chairman
Alfred Baumeler	61	President and Director
J. Paul SoRelle	69	Director
Nitin Kaushal	60	Director
Teresa Thompson	64	Director

Jack Ross has served as our Chief Executive Officer and Chairman since October 2014, served as our Chief Financial Officer from August 2018 until July 2021 and from October 2014 until October 2017, and served as our President from May 2020 until January 2021 and from October 2014 until October 2017. Mr. Ross has also served as the Chief Executive Officer of Kenek Brands Inc., an executive consulting firm, since January 2014, and as the Chief Executive Officer of BoomBod Ltd., a supplements company, since December 2018. In addition, Mr. Ross has served as the Chairman and Chief Executive Officer of Gowan Capital Inc. since May 2011. The other entities with which Mr. Ross is affiliated are holding companies with limited operations, and Mr. Ross devotes substantially all of his time to his roles at Synergy CHC Corp. Mr. Ross’ significant leadership experience at various private and public companies led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

Alfred Baumeler has served as our President since January 2021 and has served on our Board of Directors since October 2024. From August 2015 to December 2020, Mr. Baumeler served as our Executive Vice President of Sales and Marketing. From September 2012 to August 2015, Mr. Baumeler served as Senior Vice President of Marketing for Healthy Natural Systems/Core Science Medica (CSM)/Lifeagen, a nutritional supplement company. From January 2012 to August 2012, Mr. Baumeler was self-employed as a marketing consultant. From November 2009 to November 2011, Mr. Baumeler was the Senior Vice President and Chief Marketing Officer for Natrol, Inc., a manufacturer of vitamins, minerals and supplements. Mr. Baumeler has also held senior positions in Sales and Marketing with Rexall Sundown, Wyeth and Novartis. Mr. Baumeler earned his Bachelor of Science from Rutgers University in Engineering and his Master of Business Administration in Marketing and Finance from Columbia Business School. Mr. Baumeler’s 30 years of experience in consumer goods, of which 20 were in the nutritional supplement industry, led to the conclusion that he should serve as a member of our Board of Directors.

J. Paul SoRelle was appointed as a director in December 2014. From 1999 to April 2020, Mr. SoRelle served as the President and Chief Executive Officer of Pioneer Press of Greeley, Inc., a commercial printing company. Since April 2020, Mr. SoRelle has continued to consult for Pioneer Press. Prior to joining Pioneer Press, Mr. SoRelle acquired RamStar, Inc. in November 1988 and served as President and CEO, as well as in other roles. RamStar, Inc. was acquired by International Thunderbird Gaming Corporation in 1994, where Mr. SoRelle served on the board of directors and as Executive Vice President until October 1996. In November 1982, Mr. SoRelle acquired three convenience stores, expanded to eight stores and sold them in 1988. Mr. SoRelle’s significant leadership experience at Pioneer Press of Greeley, Inc. led to the conclusion that he should serve as a member of our Board of Directors, in light of our business and structure.

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Nitin Kaushal has served on our Board of Directors since October 2024. Since March 2020, Mr. Kaushal has served as President of Anik Capital Corp. He retired from PricewaterhouseCoopers LLP (Canada), where he was a Managing Director in the Corporate Finance Practice from April 2012 until February 2020. He has over thirty-five years of experience in the financial services industry and has held senior roles in investment banking, venture capital and consulting firms including Desjardins Securities Inc., Orion Securities Inc., Vengate Capital, HSBC Securities Inc. and Gordon Capital and in the venture capital industry with MDS Capital Corp. Mr. Kaushal serves on the board of VieMed Healthcare, Inc. and Everyday People Financial Inc. Mr. Kaushal earned his Bachelor of Science in Chemistry from the University of Toronto and is a Chartered Accountant in Canada. Mr. Kaushal’s experience as a member of various boards of directors and as a Chartered Accountant provides the Board with additional perspective on financial reporting, governance and management issues and led to the conclusion that he should serve as a member of our Board of Directors.

Teresa Thompson has served on our Board of Directors since September 2025. From September 1986 to June 2025, Ms. Thompson served as a pharmacy OTC buyer for Costco Wholesale, where she was primarily responsible for overseeing Costco U.S.’s vitamins and supplements. Ms. Thompson’s experience in the vitamin and supplement market, as well as her vast experience in the retail industry, led to the conclusion that she should serve as a member of our Board of Directors.

Family Relationships

There are no family relationships between any of our directors and our executive officers.

Committees of the Board of Directors and Meetings

During the fiscal year ended December 31, 2025, our board of directors held four meetings. No director attended fewer than 75% of the total number of meetings of our board of directors and of committees of our board of directors on which he or she served during the fiscal year ended December 31, 2025.

The following table sets forth the three standing committees of our board of directors and the members of each committee and the number of meetings held by our board of directors and the committees during 2025:

Director	Board	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
Jack Ross	Chair
Alfred Baumeler	X
J. Paul SoRelle	X	X	X	Chair
Nitin Kaushal	X	Chair	Chair	X
Teresa Thompson	X	X	X	X
Meetings in 2025:	4	4	1	1

The board of directors has adopted a policy under which each member of the board of directors makes every effort, but is not required, to attend each annual meeting of our stockholders.

To assist it in carrying out its duties, the board of directors has delegated certain authority to the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee as the functions of each are described below.

Audit Committee

Messrs. SoRelle and Kaushal and Ms. Thompson serve on the Audit Committee, which is chaired by Mr. Kaushal. The committee’s primary duties are to:

• review and discuss with management and our independent auditor our annual and quarterly financial statements and related disclosures, including disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the results of the independent auditor’s audit or review, as the case may be;

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• review our financial reporting processes and internal control over financial reporting systems and the performance, generally, of our internal audit function;

• oversee the audit and other services of our independent registered public accounting firm and be directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee;

• provide an open means of communication among our independent registered public accounting firm, management, our internal auditing function and our Board;

• review any disagreements between our management and the independent registered public accounting firm regarding our financial reporting;

• prepare the Audit Committee report for inclusion in our proxy statement for our annual stockholder meetings;

• establish procedures for complaints received regarding our accounting, internal accounting control and auditing matters; and

• approve all audit and permissible non-audit services conducted by our independent registered public accounting firm.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq listing rules. Our Board of Directors has determined that Mr. Kaushal qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations. In making this determination, our Board of Directors considered the nature and scope of experience that Mr. Kaushal has previously had with public reporting companies. Our Board of Directors has determined that all of the directors that are members of our audit committee satisfy the relevant independence requirements for service on the Audit Committee set forth in the rules of the SEC and the Nasdaq listing rules. Both our independent registered public accounting firm and management will periodically meet privately with our Audit Committee.

A copy of the Audit Committee’s written charter is publicly available on our website at www.synergychc.com.

Compensation Committee

Messrs. SoRelle and Kaushal and Ms. Thompson serve on the Compensation Committee, which is chaired by Mr. Kaushal. The committee’s primary duties are to:

• approve corporate goals and objectives relevant to chief executive officer compensation and evaluate performance in light of those goals and objectives;

• determine and approve executive officer compensation, including base salary and incentive awards;

• make recommendations to the Board regarding compensation plans; and

• administer our stock plan.

Our Compensation Committee determines and approves all elements of executive officer compensation. It also provides recommendations to the Board with respect to non-employee director compensation. The Compensation Committee may not delegate its authority to any other person, other than to a subcommittee.

Our Board of Directors has determined that each member of the Compensation Committee is “independent” as defined in the applicable Nasdaq rules. Each member of our Compensation Committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended.

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Nominating and Corporate Governance Committee

Messrs. SoRelle and Kaushal and Ms. Thompson serve on the Nominating and Corporate Governance Committee, which is chaired by Mr. SoRelle. The committee’s primary duties are to:

• consider director nominees recommended by stockholders and recommend nominees for election as directors;

• oversee the evaluation of the Board;

• review our Board’s committee structure and composition and make recommendations; and

• develop, recommend and oversee our corporate governance principles, including our Code of Business Ethics and Conduct.

A copy of the Nominating and Corporate Governance Committee’s written charter is publicly available on our website at www.synergychc.com.

Code of Business Ethics and Conduct

We have adopted a written code of business ethics and conduct that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code will be posted on the investor relations section of our website, which is located at www.synergychc.com. If we make any substantive amendments to, or grant any waivers from, the code of business ethics and conduct for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Policies and Practices for Granting Certain Equity Awards

Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees.

The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.

In determining the timing and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The Board’s or the Compensation Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve the best interests of the Company and its stockholders.

Director Attendance at Annual Meetings of Stockholders

Directors are encouraged, but not required, to attend our annual meetings of stockholders. All of our directors attended our annual meeting of stockholders in 2025.

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Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is or has ever been an officer or employee of the Company. No executive officer of the Company serves as a member of the Board or compensation committee of any other entity that has one or more executive officers serving as a member of the Board or our compensation committee.

Board Leadership Structure and Role in Risk Oversight

The board of directors has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of our board of directors is to oversee the management of our company and, in doing so, serve the best interests of the Company and our stockholders. The board of directors selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies and evaluates significant policies and proposed major commitments of corporate resources. Our board of directors also participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of company activity through regular communication, including written reports and presentations at board of directors and committee meetings.

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interest of the Company and its stockholders to combine these roles. Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

The Company currently has five directors, including Mr. Ross, its Chairman, who also serves as the Company’s Chief Executive Officer. The Chairman and the board of directors are actively involved in the oversight of the Company’s day to day activities.

Oversight of Cybersecurity Risks

We face a number of risks, including cybersecurity risks and those other risks described under the section titled “Risk Factors” included in our Annual Report on Form 10-K filed with the SEC on April 1, 2026. We have an Information Technology “IT” professional who oversees our information security policies and procedures. Our IT department maintains a cyber incident reporting and response process and provides management notifications based on the seriousness of any incident. Our information security policies and procedures are required to be reviewed on a regular basis. We believe this division of responsibilities is the most effective approach for addressing our cybersecurity risks and that our Board leadership structure supports this approach.

Employee, Officer and Director Hedging; Insider Trading; 10b5-1 Plans and Pledging

We do not have formal stock ownership guidelines for our executive officers, because the compensation committee is satisfied that stock and option holdings among our executive officers provide motivation and align this group’s interests with those of our stockholders.

Our insider trading policy prohibits our Board members, officers, employees and consultants from engaging in (a) transactions involving options on our securities, such as puts, calls and other derivative securities, whether on an exchange or in any other market, and (b) hedging transactions, such as collars and forward sale contracts.

We have authorized our executive officers to enter into trading plans established according to Rule 10b5-1 under the Exchange Act with an independent broker-dealer (“broker”). As of the record date, one of our directors had a trading plan in effect. These plans may include specific instructions for the broker to exercise vested options and sell our common stock on behalf of the executive officer or director at certain dates, if our stock price is above a specified level or both. Under these plans, the executive officer or director no longer has control over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates the trading plan during a trading window. Plan modifications are subject to applicable cooling-off periods. The purpose of these plans is to enable executive officers to recognize the value of their compensation and diversify their holdings of our stock during periods in which the executive officer or director would be unable to sell our common stock because material information about us had not been publicly released.

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Our insider trading policy prohibits our Board members, officers, employees and consultants from purchasing Company securities on margin, borrowing against Company securities held in a margin account, or pledging Company securities as collateral for a loan. However, in extraordinary situations where a person wishes to pledge Company securities as collateral for a loan (other than a margin loan) and can clearly demonstrate the financial capacity to repay the loan without resort to the pledged Company securities, an exception may be granted.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers, directors and any persons who own more than 10% of our Common Stock to file reports of ownership of, and transactions in, our Common Stock with the SEC and furnish copies of such reports to us. Based solely on our reviews of the copies of such forms and amendments thereto furnished to us and on written representations from officers, directors, and any other person whom we understand owns more than 10% of our Common Stock, we found that during 2025, all Section 16(a) filings were made with the SEC on a timely basis except that three Forms 4 covering 116 transactions were filed late for Mr. Ross.

Stockholder Communications to our Board of Directors

Generally, stockholders who have questions or concerns should contact our Investor Relations department at snyr@gateway-grp.com. However, any stockholders who wish to address questions regarding our business directly with the board of directors, or any individual director, should direct his or her questions in writing to Synergy CHC Corp., at 770 Roosevelt Trail STE 8 #1016, N. Windham, Maine 04062, Attn: Corporate Secretary or by using the “Contact” page of our website www.investors.synergychc.com/contact-ir. Communications will be distributed to the board of directors, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the board of directors may be excluded, such as:

• junk mail and mass mailings;

• resumes and other forms of job inquiries;

• surveys; and

• solicitations or advertisements.

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

Executive Officers

The following table sets forth certain information as of April 24, 2026, regarding our executive officers. Information regarding our Chief Executive Officer, Jack Ross, and our President, Alfred Baumeler, can be found under the caption “The Board of Directors” above.

Name		Age		Position
Jaime Fickett		47		Chief Financial Officer

Jaime Fickett has served as our Chief Financial Officer since December 2024. Previously, Ms. Fickett served as our Senior Vice President of Finance and Operations since January 2015. From August 2006 to January 2015, Ms. Fickett served as Chief Financial Officer of Factor Nutrition Labs, LLC, a company that developed dietary supplements. From 1999 to 2006, Ms. Fickett was employed in the public accounting sector as an auditor. Ms. Fickett earned a Bachelor of Science in Accounting from the University of Maine. Ms. Fickett earned her Master of Science in Accounting from Southern New Hampshire University.

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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

This section describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers. Our Compensation Committee will review and approve the compensation of our executive officers and oversee our executive compensation programs and initiatives.

Summary Compensation Table

Fiscal Year 2025 and 2024 Summary Compensation Table

The following Fiscal Year 2025 and 2024 Summary Compensation Table contains information regarding compensation for 2025 and 2024 that we paid to Mr. Ross and our two other most highly compensated executive officers as of December 31, 2025.

Name and Principal Position	Year	Salary ($)		Bonus ($)	All other compensation ($)		Total ($)
Jack Ross	2025	995,000	(2)	—	141,282	(3)	1,136,282
Chief Executive Officer and Chairman(1)	2024	1,321	(2)	—	—		1,321
Alfred Baumeler	2025	349,993		—	45,380	(4)	395,373
President	2024	349,993		—	48,740	(4)	398,733
Jaime Fickett	2025	379,493		—	14,352	(5)	393,845
Chief Financial Officer	2024	379,493		—	13,737	(5)	393,230

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(1) Mr. Ross serves as our Chief Executive Officer and Chairman, and is not an employee of the Company.

(2) Consists of amounts paid to Kenek Brands Inc., a related party.

(3) Consists of a vehicle allowance of $52,500, a health insurance allowance of $31,062 and $57,720 for office space rent.

(4) Consists of a vehicle allowance of $600 per month, a retirement allowance of $7,500 and a health insurance allowance of $30,680 and $34,040, for 2025 and 2024, respectively.

(5) Consists of a health insurance allowance of $14,352 and $13,737 for 2025 and 2024, respectively.

Consulting Agreement

The following discussion relates to compensation arrangements on behalf of, and compensation paid by us to an entity controlled by Mr. Ross. We do not have an employment agreement with Mr. Baumeler or Ms. Fickett.

We are party to a Sales and Marketing Consultant and Distribution Agreement dated April 2, 2014 (the “Consulting Agreement”) with Kenek Brands Inc. (“Kenek”). Mr. Ross is the owner of Kenek and its sole officer and director. Pursuant to the Consulting Agreement, Kenek has been retained to serve as a consultant and advisor to us, including developing, expanding and managing sales, marketing and distribution and aiding in strategic direction of our sales and planning. As compensation for Kenek’s services, we pay Kenek $9,000 per month plus a 2% commission on all product sales on products that Kenek or its agents or brokers introduce to us. In addition, on April 2, 2014, we granted Kenek fully-vested options to purchase 84,034 shares of our common stock at an exercise price of $2.98 per share, which have expired. We have also agreed to reimburse Kenek for all out-of-pocket expenses incurred to perform the duties set out in the Consulting Agreement, including travel, meals and lodging. The Consulting Agreement had an initial period of one year and automatically renews for successive one-year periods unless terminated by either party upon 90 days’ prior written notice. For two years following termination, we have agreed to pay to Kenek a 1% commission on all product sales on products that Kenek or its agents or brokers introduced to us. See “Certain Relationships and Related Party Transactions” for additional information.

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Outstanding Equity Awards at Fiscal Year-End

The following table lists all of the outstanding equity awards held on December 31, 2025 by each of the Company’s named executive officers.

Name	Option Awards					Stock Awards
Name	Number of securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Jack Ross	—	750,000	—	2.38	9/15/2030	—	—	—	—
Alfred Baumeler	—	150,000	—	2.38	9/15/2030	—	—	—	—
Jaime Fickett	—	150,000	—	2.38	9/15/2030	—	—	—	—

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the other named executive officers (“NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures.

Pay Versus Performance Table

Year	Summary Compensation Table Total for PEO(1)		Compensation Actually Paid to PEO(2)		Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average Compensation Actually Paid to Non-PEO NEOs(2)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return		Net (Loss) Income
(a)	(b)		(c)		(d)		(e)		(f)		(g)
2025	$	1,136,282	$	1,136,282	$	394,609	$	394,609	$	0	$	(12,341,208	)
2024	$	1,321	$	1,321	$	328,293	$	328,293	$	0	$	2,124,976
2023	$	520,000	$	520,000	$	396,087	$	396,087	$	0	$	6,338,750

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(1) The amounts reported in column (b) are the amounts of total compensation reported for Jack Ross for 2025, 2024 and 2023.

(2) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below).

(3) The amounts reported in column (d) represent the average of the amounts reported for our Non-PEO NEOs as a group in the “Total” column of the SCT in each applicable year. The Non-PEO NEOs for 2025 were Alfred Baumeler and Jaime Fickett, for 2024 were Alfred Baumeler, Jaime Fickett and Stacy Bieber, and for 2023 were Alfred Baumeler and Jaime Fickett.

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In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments made to derive compensation actually paid to our PEO and non-PEO NEOs are contained in the following table:

	PEO						Non-PEO NEOs
	2025		2024		2023		2025		2024		2023
Total Compensation	$	1,136,282	$	1,321	$	520,000	$	394,609	$	328,293	$	396,087
Equity Adjustments:
Less FV of CY RS		—		—		—		—		—		—
Less FV of CY Options		—		—		—		—		—		—
Add YE FV of unvested RS		—		—		—		—		—		—
Add YE FV of unvested Options		—		—		—		—		—