Synergy CHC Corp. — Major Shareholding Notification 2017

Oct 20, 2017

SC 13D/A 1 sc13da.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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SYNERGY CHC CORP.

(Name of Issuer)

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Common Stock, $0.00001 par value

(Title of Class of Securities)

87165D 109

(CUSIP Number)

Gowan Private Equity Inc.

Dunhill Distribution Group, Inc.

Gowan Capital Inc.

Jack Ross

275 Canterbury Lane

Fall River, Nova Scotia B2T 1A4

(902) 237-1220

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 9, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

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CUSIP No. 87165D 109 Page 2 of 7

| 1. | Name
of Reporting Person |
| --- | --- |
| | Gowan
Private Equity Inc. |
| 2. | Check
the Appropriate Box if a Member of a Group |
| | a) [X] |
| | b) [ ] |
| 3. | SEC
Use Only |
| 4. | Source
of Funds (See Instructions) |
| | WC |
| 5. | Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
| | Not
Applicable |
| 6. | Citizenship
or Place of Organization |
| | Fall
River, Nova Scotia |

| | 7. | Sole
Voting Power |
| --- | --- | --- |
| Number
of | | 43,780,750 |
| Shares | | |
| Beneficially | 8. | Shared
Voting Power |
| Owned
By | | |
| Each
Reporting | | 48,389,399 (1) |
| Person
with | | |
| | 9. | Sole
Dispositive Power |
| | | 43,780,750 |
| | 10. | Shared
Dispositive Power |
| | | 48,389,399 (1) |

11.
48,389,399 (1)

| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| --- | --- |
| | Not
Applicable |
| 13. | Percent
of Class Represented by Amount in Row (11) |
| | 53.6% (2) |
| 14. | Type
of Reporting Person |
| | CO |

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(1) Includes 1,000,000 shares of Common Stock, par value $0.00001 per share (the “ Common Stock ”) of Synergy CHC Corp. (the “ Issuer ”) subject to options held by Kenek Brands, Inc., which is wholly-owned by Mr. Ross, that are exercisable within 60 days of October 20, 2017.

(2) The calculation is based on 89,237,683 shares of Common Stock of the Issuer outstanding as of August 10, 2017, according to information set forth in the Issuer‘s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2017 (“ Form 10-Q ”), filed with the U.S. Securities and Exchange Commission (the “ SEC ”) on August 14, 2017.

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CUSIP No. 87165D 109 Page 3 of 7

| 1. | Name
of Reporting Person |
| --- | --- |
| | Dunhill
Distribution Group, Inc. |
| 2. | Check
the Appropriate Box if a Member of a Group |
| | a) [X] |
| | b)
[ ] |
| 3. | SEC
Use Only |
| 4. | Source
of Funds (See Instructions) |
| | WC |
| 5. | Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
| | Not
Applicable |
| 6. | Citizenship
or Place of Organization |
| | Fall
River, Nova Scotia |

| | 7. | Sole
Voting Power |
| --- | --- | --- |
| Number
of | | 3,208,649 |
| Shares | | |
| Beneficially | 8. | Shared
Voting Power |
| Owned
By | | |
| Each
Reporting | | 48,389,399 (1) |
| Person
with | | |
| | 9. | Sole
Dispositive Power |
| | | 3,208,649 |
| | 10. | Shared
Dispositive Power |
| | | 48,389,399 (1) |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 48,389,399 (1) |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | Not
Applicable |
| 13. | Percent
of Class Represented by Amount in Row (11) |
| | 53.6% (2) |
| 14. | Type
of Reporting Person |
| | CO |

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CUSIP No. 87165D 109 Page 4 of 7

| 1. | Name
of Reporting Person |
| --- | --- |
| | Gowan
Capital Inc. |
| 2. | Check
the Appropriate Box if a Member of a Group |
| | a) [X] |
| | b)
[ ] |
| 3. | SEC
Use Only |
| 4. | Source
of Funds (See Instructions) |
| | WC |
| 5. | Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
| | Not
Applicable |
| 6. | Citizenship
or Place of Organization |
| | Fall
River, Nova Scotia |

| | 7. | Sole
Voting Power |
| --- | --- | --- |
| Number
of | | 400,000 |
| Shares | | |
| Beneficially | 8. | Shared
Voting Power |
| Owned
By | | |
| Each
Reporting | | 48,389,399 (1) |
| Person
with | | |
| | 9. | Sole
Dispositive Power |
| | | 400,000 |
| | 10. | Shared
Dispositive Power |
| | | 48,389,399 (1) |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 48,389,399 (1) |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | Not
Applicable |

| 13. | Percent
of Class Represented by Amount in Row (11) |
| --- | --- |
| | 53.6% (2) |
| 14. | Type
of Reporting Person |
| | CO |

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CUSIP No. 87165D 109 Page 5 of 7

| 1. | Name
of Reporting Person |
| --- | --- |
| | Jack
Ross |
| 2. | Check
the Appropriate Box if a Member of a Group |
| | a) [X] |
| | b)
[ ] |
| 3. | SEC
Use Only |
| 4. | Source
of Funds (See Instructions) |
| | Not
Applicable |
| 5. | Check
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e) |
| | Not
Applicable |
| 6. | Citizenship
or Place of Organization |
| | Canada |

| | 7. | Sole
Voting Power |
| --- | --- | --- |
| Number
of | | 57,111,443 (1)
(3) |
| Shares | | |
| Beneficially | 8. | Shared
Voting Power |
| Owned
By | | |
| Each
Reporting | | 0 |
| Person
with | | |
| | 9. | Sole
Dispositive Power |
| | | 48,389,399 (1) |
| | 10. | Shared
Dispositive Power |
| | | 0 |

| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person |
| --- | --- |
| | 57,111,443 (3) |
| 12. | Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | Not
Applicable |
| 13. | Percent
of Class Represented by Amount in Row (11) |
| | 63.3% (2) |
| 14. | Type
of Reporting Person |
| | IN |

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(3) On August 9, 2017, pursuant to an Irrevocable Proxy to Vote Stock of Synergy CHC Corp. (the “ Proxy ”), Knight Therapeutics (Barbados) Inc. (“ Knight ”) appointed Mr. Ross proxy with respect to that number of shares of the Issuer’s Common Stock owned by Knight in excess of 10% of the outstanding number of voting shares of the Issuer at such time. As reported in the Issuer’s Form 10-Q, 89,237,683 voting shares of the Issuer were outstanding as of August 10, 2017. Accordingly, as of the date hereof, Mr. Ross has sole voting power over 8,722,044 shares of the Issuer’s voting shares owned by Knight, which such shares are included in this Item.

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CUSIP No. 87165D 109 Page 6 of 7

This Amendment No. 1 on Schedule 13D (“ Amended Schedule 13D ”) amends the statement on Schedule 13D, dated April 19, 2015 (“ Original Schedule 13D ”) relating to the Common Stock of the Issuer filed by:

Gowan Private Equity Inc. (“ Gowan PE ”);

Dunhill Distribution Group, Inc. (“ Dunhill ”);

Gowan Capital Inc. (“ Gowan Cap ”); and

Jack Ross

(collectively, the “ Reporting Persons ”). Except as expressly amended below, the Original Schedule 13D remains in effect.

ITEM 3. Source and Amount of Funds or Other Consideration

The information for Item 3 provided in the Original Schedule 13D is amended to report that Gowan PE, Dunhill and Gowan Cap beneficially own an aggregate of 48,389,399 shares of the Issuer’s Common Stock and Mr. Ross beneficially owns an aggregate of 57,111,443 shares of the Issuer’s Common Stock

ITEM 4. Purpose of Transaction

The information for Item 4 provided in the Original Schedule 13D is hereby amended to add that voting power with respect to 8,722,044 shares beneficially owned by Knight has been appointed to Mr. Ross in accordance with the Proxy.

ITEM 5. Interest in Securities of the Issuer

(a) See rows (11) and (13) of the cover pages to the Amended Schedule 13D for the aggregate number of shares and percentages of the shares beneficially owned by each of the Reporting Persons.

(b) See rows (7) through (10) of the cover pages to the Amended Schedule 13D for the number of shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) None.

| Item
6. |
| --- |
| On
August 9, 2017, pursuant to the Proxy, Knight appointed Mr. Ross as proxy with respect to that number of shares of the
Issuer’s common stock owned by Knight in excess of 10% of the outstanding number of voting shares of the Issuer
at such time. As reported in the Issuer’s Form 10-Q, 89,237,683 voting shares of the Issuer were outstanding as
of August 10, 2017. Accordingly, as of the date hereof, Mr. Ross has sole voting power over 8,722,044 shares of the Issuer’s
voting shares owned by Knight. The Proxy remains in effect until February 9, 2018 and will automatically renew for additional
six month terms unless and until Knight gives no less than ten days prior written notice of termination after February
9, 2018. |

Item 7.
Exhibit 7.01. Joint Filing Agreement.
Exhibit 7.02. Irrevocable Proxy to Vote Stock of Synergy CHC Corp. dated August 9, 2017.

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CUSIP No. 87165D 109 Page 7 of 7

SIGNATURES

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.

| Dated:
October 20, 2017 | |
| --- | --- |
| By: | /s/
Jack Ross |
| Name: | Jack
Ross |
| Title: | CEO
and President |

| DUNHILL
DISTRIBUTION GROUP, INC. | |
| --- | --- |
| By: | /s/
Jack Ross |
| Name: | Jack
Ross |
| Title: | CEO
and President |

| GOWAN
CAPITAL INC. | |
| --- | --- |
| By: | /s/
Jack Ross |
| Name: | Jack
Ross |
| Title: | CEO
and President |

| JACK
ROSS | |
| --- | --- |
| By: | /s/
Jack Ross |
| Name: | Jack
Ross |

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