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):
May 3, 2018
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
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000-55663
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20-2745790
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(Commission File Number)
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(IRS Employer Identification No.)
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2424 N Federal Highway, Suite 208, Boca Raton,
Florida 33431
(Address of principal executive offices
and zip code)
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(561) 276-2239
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(Registrant’s telephone number including area code)
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Former Name or Former Address (If Changed Since Last Report)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item 7.01
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Regulation FD Disclosure.
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On May 3, 2018, Celsius issued a press release
announcing that (a) the Company will release financial results for the first quarter ended March 31, 2018 on Thursday, May 10,
2018 after the market close; and (b) our management will then host a conference call that same day at 4:30 pm Eastern Time to discuss
the results with the investment community.
Persons desiring to participate in the conference
call, please call one of the following telephone numbers at least 10 minutes before the start of the call:
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International: 201-689-8354
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An audio replay of the call will be available
on the Company's website at https://www.celsiusholdingsinc.com/news/
A copy of the press release is included as
Exhibit 99.1
to this report.
In accordance with General Instruction B.2
of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.1 furnished herewith, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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CELSIUS HOLDINGS, INC.
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Date: May 4, 2018
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By:
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/s/ John Fieldly
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John Fieldly, Chief Executive Officer; Interim Chief Financial Officer
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Relations:
Cameron Donahue
(651) 653-1854
cameron@haydenir.com
Celsius Holdings, Inc. to Release First
Quarter 2018 Financial Results on Thursday, May 10, 2018
BOCA RATON,
FL, May 3, 2018 /PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq:
CELH
), maker of the
clinically proven fitness drink, CELSIUS®, today announced that it will release financial results for the first quarter ended
March 31, 2018 on Thursday, May 10, 2018 after the market close. Management will then host a conference call that same day at 4:30
p.m. Eastern Time to discuss the results with the investment community.
To participate in the conference call, please
call one of the following telephone numbers at least 10 minutes before the start of the call:
US: 877-709-8150
International: 201-689-8354
An audio replay
of the call will be available on the Company's website at
https://www.celsiusholdingsinc.com/news/
About Celsius Holdings, Inc.
Celsius Holdings, Inc., founded in
April, 2004, is a global company with a proprietary, clinically proven formula for its brand CELSIUS®. Celsius Holdings, Inc.
has a corporate mission to become the global leader of a branded portfolio consisting of proprietary, clinically proven, innovations
which offer significant health benefits. CELSIUS®' Original Line comes in eight delicious sparkling and non-carbonated flavors
in sleek 12oz cans and is also available in single-serve powdered packets. CELSIUS®' Natural Line is available in six refreshing
flavors: three sparkling and three non-carbonated. This line is naturally caffeinated and naturally sweetened.
New to the portfolio, trainer-grade
CELSIUS HEAT™ offers an additional 100mg of caffeine over the CELSIUS® Original Line, to total 300mg per can, and also
contains 2,000mg of L-citrulline, a vasodilator. CELSIUS HEAT™ is sold in 16oz cans and is available in seven carbonated
flavors. CELSIUS HEAT™ is a thermogenic pre-workout drink and targets professional trainers, competitive athletes, the military
and first responders. CELSIUS HEAT™ was developed for those seeking a trainer-grade version of CELSIUS® versus the Original
Line, which is sold in a smaller can package and appeals to the masses as an active lifestyle brand.
CELSIUS® has zero sugar, no preservatives,
no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products
is Certified Kosher and Vegan. CELSIUS® is also soy and gluten free and contains very little sodium. CELSIUS® is sold nationally
at fitness clubs, 7-Eleven, Sprouts, The Fresh Market and key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter,
Shaw's, Food Lion, CVS and many others.
CELSIUS®' functional claims are
backed by six published university studies. The first study was conducted in 2005 and additional studies from the University of
Oklahoma were conducted over the next five years. The studies were published in peer-reviewed journals and validate the unique
benefits that CELSIUS® provides. For more information, please visit www.celsiusholdingsinc.com.
Investor Relations:
Cameron Donahue
(651) 653-1854
cameron@haydenir.com
Media:
Megan Bell
Rosica Communications
(201) 843-5600
megan@rosica.com