|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Synergy CHC Corp. (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
87165D208 (CUSIP Number) |
06/11/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. | 87165D208 |
| 1 | Names of Reporting Persons
KNIGHT THERAPEUTICS INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,911,414.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| Item 1. | |
| (a) | Name of issuer:
Synergy CHC Corp. |
| (b) | Address of issuer's principal executive offices:
865 Spring Street Westbrook, Maine 04092 |
| Item 2. | |
| (a) | Name of person filing:
Knight Therapeutics Inc. |
| (b) | Address or principal business office or, if none, residence:
3400 de Maisonneuve W. Suite 1055, Montreal, Quebec, H3Z 3B8, Canada |
| (c) | Citizenship:
See Row 4 of the cover pages for the citizenship or place of organization of the Reporting Person |
| (d) | Title of class of securities:
Common Stock, par value $0.00001 per share |
| (e) | CUSIP No.:
87165D208 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1,911,414
As of the date hereof, the Reporting Person owns directly 1,482,844 shares of common stock of the Issuer. The remaining 428,570 shares of common stock issuable upon the exercise of certain warrants to purchase 428,570 shares of common stock of the Issuer, are held by Knight Therapeutics International S.A. ("Knight Subsidiary"), a wholly-owned subsidiary of the Reporting Person. The exercise price of such warrants is equal to $0.00001 per share, subject to adjustments as provided under the terms of that certain Pre-Funded Common Stock Purchase Warrant dated June 11, 2025, subject to a post-exercise beneficial ownership limitation of 19.90%. The Reporting Person is the sole owner of Knight Subsidiary and, as a result, may be deemed the beneficial owner for purposes of the Act of any securities of Issuer beneficially owned by Knight Subsidiary. The Reporting Person disclaims beneficial ownership over all of the securities beneficially owned by Knight Subsidiary, other than for the purpose of determining obligations under the Act, and the filing of this Schedule 13G shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for any other purpose. |
| (b) | Percent of class:
19.90%
The percentage of beneficial ownership is calculated based on 9,442,680 shares of common stock, being the sum of (i) 9,014,110 shares of common stock issued and outstanding as of May 13, 2025 as disclosed by the Issuer in its quarterly report on Form 10-Q filed by the Issuer on May 15, 2025 and (ii) 428,570 shares of common stock issuable upon the exercise of certain warrants at an exercise price equal to $0.00001 per share, subject to adjustments as provided under the terms of the Warrants, and subject to a post-exercise beneficial ownership limitation of 19.90% (referred to in Item 4(a) above). %
|
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
1,911,414 | |
| (ii) Shared power to vote or to direct the vote:
| |
| (iii) Sole power to dispose or to direct the disposition of:
1,911,414 | |
| (iv) Shared power to dispose or to direct the disposition of:
| |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|