Item 8.01. Other Events.
On March 4, 2020, pursuant to Section 36 of the Securities Exchange Act of 1934,
the Securities and Exchange Commission ("SEC") issued Order Release No. 34-88318
(the "SEC Order") granting exemptions to registrants subject to the reporting
requirements of the Exchange Act Section 13(a) or 15(d) due to circumstances
related to the coronavirus disease 2019 (COVID-19). Synergy CHC Corp.
("Synergy," "we," "us," "our" or the "Company") makes the following disclosure
pursuant to the SEC Order.
The current outbreak of COVID-19 has posed a significant impact on the Company
to file on a timely basis its Annual Report on Form 10-K for the year ended
December 31, 2019 (the "Annual Report") that is due on March 30, 2020 (the
"Original Due Date"), and therefore the Company elected to rely on the
conditional filing relief provided under the SEC Order.
The current outbreak of COVID-19 in the United States, which has accelerated in
the several weeks prior to the date of this report, has resulted in the closing
of our offices and has required our internal staff to work remotely. Moreover,
similar social distancing measures were taken by both our outside accountants
and our independent registered public accounting firm in order to protect the
health of their employees. All of the foregoing has slowed the accounting and
auditing work required to compile and audit our financial statements for the
year ended December 31, 2019 to be included the Annual Report. Accordingly, we
have decided to rely on the SEC Order and endeavor to file the Annual Report no
later than May 14, 2020, or within 45 days after the Original Due Date. The
reason the Form 10-K cannot be filed timely does not relate to the inability of
any person, other than the Company, to furnish any required opinion, report, or
certification.
The Company's business operations could be adversely affected by the continued
outbreak of COVID-19.
The adverse public health developments and economic effects of the outbreak in
the United States, which have become more severe in the weeks prior to the date
of this report, could adversely affect the Company's operations as a result of
quarantines, facility closures and logistics restrictions in connection with the
outbreak. More broadly, the outbreak could potentially lead to an economic
downturn, which would likely decrease spending, adversely affecting our
business, results of operations and financial condition. The Company cannot
accurately predict the effect the COVID-19 outbreak will have on the Company.
Forward-Looking Statements
Certain of the statements contained in this report should be considered
forward-looking statements within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are often identified by the use of
forward-looking terminology such as "will," "believes," "expects," "endeavors"
or similar expressions, involving known and unknown risks and uncertainties.
Although the Company believes that the expectations reflected in these
forward-looking statements are reasonable, they do involve assumptions, risks
and uncertainties, and these expectations may prove to be incorrect. You should
not place undue reliance on these forward-looking statements, which speak only
as of the date of this report. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of a variety of factors, including supply chain interruption, declining
sales and the impact that the novel coronavirus and the illness, COVID-19, that
it causes, as well as governmental responses to deal with the spread of this
illness, may have on the Company's operations, the demand for the Company's
products, global supply chains and economic activity in general, and the risk
factors discussed in the Company's periodic reports that are filed with the SEC
and available on the SEC's website (http://www.sec.gov). All forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these risk factors. Other than as
required under the applicable securities laws, the Company does not assume a
duty to update these forward-looking statements.
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