UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 25, 2018
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-55663 | 20-2745790 | |
| (Commission File Number) | (IRS Employer Identification No.) |
2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431
(Address of principal executive offices and zip code)
| (561) 276-2239 |
| (Registrant’s telephone number including area code) |
| Former Name or Former Address (If Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
When used in this Current Report on Form 8-K, unless otherwise indicated, the terms “ the Company ,” “ Celsius ,” “ we ,” “ us ” and “ our ” refer to Celsius Holdings, Inc. and its subsidiaries.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 25, 2018, Christopher Lai resigned as a member of the Company’s board of directors. On the same day the board of directors appointed Tony Lau to the vacancy on the board created by Mr. Lai’s resignation, to serve until Celsius’ next annual meeting of shareholders and until his successor is duly elected and qualified. In addition, Tony Lau was appointed as Co-Chairman of the board and a member of the board’s Nominating and Corporate Governance Committee to fill the vacancies resulting from Mr. Lai’s departure.
The Company believes Tony Lau is qualified to serve on the board of directors due to his extensive and unique business background. Mr. Lau is an investor and the director of consumer and retail investments at Horizons Ventures Limited, the private investment arm of Mr. Li Ka Shing, one of our principal shareholders. Based in Hong Kong, Mr. Lau invests across the technology landscape globally. Mr. Lau also manages China businesses and expansion for Horizons Ventures Limited portfolio companies. Mr. Lau currently serves on the board of directors of ChromaDex Corp. (Nasdaq: CDXC), a patented and proprietary ingredient technologies company. Mr. Lau was previously an investor with Goldman Sachs, specializing in technology, media and telecommunications (TMT) investment. Mr. Lau earned a B.A. in Economics and Finance from Peking University and is currently pursuing the Business Scholars Program (DBA) degree at the Cheung Kong Graduate School of Business (CKGSB).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | |||
| Date: May 2, 2018 | By: | /s/ John Fieldly | |
| John Fieldly, Chief Executive Officer; Interim Chief Financial Officer | |||