Celsius Holdings, Inc. (Form: 8-K, Received: 05/18/2018 16:58:38)

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 16, 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 7.01

Regulation FD Disclosure.

On May 16, 2018, Celsius posted an investor presentation to its website and it is available at the following link: https://www.celsiusholdingsinc.com/wp-content/uploads/2018/05/CELH_May_2018_Investor_FINAL1.pdf.

The Company intends to use the presentation in an upcoming non-deal roadshow and certain investor conferences. The furnishing of the information in this report is not intended to, and does not, constitute a determination by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the materials is presented as of May 16, 2018, and the Company does not assume any obligation to update such information in the future.

A copy of the investor presentation 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.

Item 9.01	Financial Statements and Exhibits.

	(d)	Exhibits

Exhibit No		Description

99.1		Celsius Holdings Inc. Investor Presentation (May 2018)

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 18, 2018	By:	/s/ John Fieldly
		John Fieldly, Chief Executive Officer; Interim Chief Financial Officer

Exhibit 99.1

CELSIUS HOLDINGS, INC.

May 2018

Investor Presentation

NASDAQ:CELH

SAFE HARBOR STATEMENT

2018 INVESTOR PRESENTATION

This presentation may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Celsius +ROGLQJV¶ future results of operations and/or financial position, or state other forward-looking information. In some cases you can identify these statements by forward-looking words such as 3DQWLFLSDWH_´ 3EHOLHYH_´ 3FRXOG_´ 3HVWLPDWH_´ 3H[SHFW_´ 3LQWHQG_´ 3PD\_´ 3VKRXOG_´ 3ZLOO_´ 3ZRXOG_´ or similar words. You should not rely on forward-looking statements since Celsius +ROGLQJV¶ actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; and other risks and uncertainties discussed in the reports Celsius Holdings has filed previously with the Securities and Exchange Commission. Celsius Holdings does not intend to and undertakes no duty to update the information contained in this presentation.

This document includes certain non-GAAP financial measures. Management considers GAAP financial measures as well as such non-GAAP financial information in its evaluation of the &RPSDQ\V financial statements and believes these non-GAAP measures provide useful supplemental information to asses the &RPSDQ\V operating performance and financial position. These measures should be viewed in addition to, and not in lieu of, the &RPSDQ\V diluted earnings per share, operating performance and financial measures as calculated in accordance with GAAP.

OUR MISSION

Celsius Holdings, Inc. (Nasdaq: CELH), founded in April, 2004, is a global company, with a proprietary, clinically proven formula for flagship brand CELSIUS ^® .

Our mission - to become the global leader of a branded portfolio which is proprietary, clinically proven or innovative in its category, and offers significant health benefits.

BRAND BASICS

THERMOGENIC

ACCELERATES METABOLISM

BURNS BODY FAT

BURNS CALORIES

PROVIDES HEALTHY ENERGY

PROPRIETARY MetaPlus ^® BLEND

NO SUGAR

NO HIGH FRUCTOSE CORN SYRUP

NO ASPARTAME

UNIQUE BRAND NO PRESERVATIVES

NO ARTIFICIAL COLORS

ATTRIBUTES

NO ARTIFICIAL FLAVORS

VERY LOW SODIUM

VITAMIN-INFUSED

T R E N D F O RWAR D GLUTEN-FREE

P O S I TO N

VEGAN

HOW DOES IT WORK?

&(/6,86¶_SURSULHWDU\_0HWD3OXV ^® formula, including green tea with EGCG, ginger and guarana seed, turns on thermogenesis, a process that boosts

\RXU_ERG\¶V_PHWDEROLF_UDWH_

Drinking CELSIUS ^® prior to fitness activities is proven to energize, accelerate metabolism, burn body fat and calories.

CLINICAL STUDIES: PROVEN

Studies reviewed and approved by the National Advertising Division (NAD) of the Advertising Self-Regulatory Council

PEER REVIEWED CLINICAL STUDIES VALIDATING CLAIMS

Study 1. Ohio Research : Publishe d In Journal of

Internationa l Society of Sports Nutrit io n

Stu d y 5. Un ive r s i t y o f Oklah o m a : Publish ed In Journal

of The American College of Nutrit ion

Stu d y 2. Un ive r s i t y o f Oklah o m a : Publish ed In

Journal of Internationa l Society of Sports

Nutrit i on

Stu d y 6. Un ive r s i t y o f Oklah o m a : Publish ed In

Stu d y 3. Un ive r s i t y o f Oklah o m a : Publish ed The Journal of Strength and Condition ing In Journal of Internationa l Society of Sports Associa t ion Nutrit i on

Study 7. Miami Research Associates Stu d y 4. Un ive r s i t y o f Oklah o m a : Publish ed In

Journal of Internationa l Society of Sports

Nutrit i on 7

BEST FUNCTIONAL DRINK

CELSIUS HEAT WINS

3%(67_3$&.$*,1*_'(6,*1´_

2018 InnoBev Global Soft Drinks Awards by Zenith!

INNOBEV, GLOBAL

INNOVATION OF

AWARD WINNER, THE YEAR 2017

APRIL 2017 BEVERAGE INDUSTRY 23TIME AWARD WINNER

3%HVW_)XQFWLRQDO_'ULQN´ BEST IN ENERGY CATEGORY

PRODUCTS POSITION PLACEMENT PROMOTION

PIONEERING POSITION: FITNESS DRINK

CELSIUS pioneers new ground Consumers are ready for ENERGY 2.0 (natural & healthy)

CLINICALLY PROVEN FUNCTION

Masses are leaving artificial or sugary

CSDs and other categories in droves HEALTHY ENERGY

6XJDU\_(QHUJ\_([LW_LV_12:≪

CELSIUS is a proven Fitness Drink

CELSIUS is here

Conventional Energy Healthier Energy Functional

CELSIUS HEAT POSITION: 75$,1(5¶6_*5$'(

CELSIUS HEAT is a Carbonated, Proven To Perform, Thermogenic with METAPLUS.

HEAT provides 100mg more caffeine than the original line, + 2,000mg L-Citruline.

Multi-Platinum recording artist FLO RIDA is the a brand ambassador kicking off the

QHZ_3529(1_FDPSDLJQ__D_QRG_WR_ERWK_KLV_ZRUN_ _&(/6,86_+($7¶V_FOLQLFDO_VWDWXV_

BUSINESS STRATEGY

EXPAND AT RETAIL

LAUNCH NEW ITEMS REPEAT INTRO &

& (INNOVATE NEW PRODUCT LAUNCHES CONSUMER

SEED PIPELINES ITEMS)

MARKETING PUSH

ORIGINALS CELSIUS HEAT

NATURALS ON-THE-GO Powders

BCAA* - Post Workout / Nordic Region Only

* First Decaffeinated Skus

TOP SELLER ON AMAZON

# 1 3$0$=21¶6_&+2,&(´_ZKHQ_VHDUFKLQJ_

Healthy Energy (Organic)

1,500+ lifetime reviews, 4.3 Star Rating +54 YOY Revenue Growth, Q1 +47 YOY Case Growth

CELSIUS was ahead of the curve with its relationship with Amazon. Our brand is on PRIME +

Subscribe & Save.

CELSIUS BRAND PERFORMANCE VS. CATEGORY

CONVENIENCE CHANNEL

CELSIUS SIGNIFICANTLY OUTPACING CATEGORY GROWTH RATE

BRAND CELSIUS +40.3% with 11.7% ACV points

* OUTPACING CATEORY GROWTH BY 33.8X

TOTAL CATEGORY

CATEGORY GROWTH 0.01+% $11.2 BILLION OVER 200+ BRANDS

RANKED 30 ^TH TOP BRAND

CATEGORY: SHELF STABLE FUNCTIONAL BEVERAGES WITH ONLY 11.7% ACV CHANNEL: CONVENIENCE

Latest 52 Weeks Ending 4.22.2018; SHELF STABLE FUNCTIONAL BEVERAGES; TPL; SPINSscan Conventional Markets Total US ± CONVENIENCE

DISTRIBUTION CHANNELS

SAMPLING OF KEY CUSTOMERS IN EACH CHANNEL

NATURAL CONVENTIONAL CONVENIENCE

CHANNEL GROCERY

2017

VITAMIN SPECIALTY

FITNESS MILITARY E-COMMERCE

& DRUG

ROUTE TO MARKET

SAMPLING OF KEY DISTRIBUTORS AND W HOLESALERS

SUPPLY CHAIN, DISTRIUBITON / WHOLESALER NETWORK FOUNDATION

PLACEMENT: ENERGY, FUNCTIONAL

EACH CHANNEL HAS A DEFINED PLACEMENT STRATEGY.

CELSIUS IS SOLD AMBIENT AND COLD ACROSS CHANNELS, IN GROCERY OR PHARMACY IN MULTIPACKS. IN FITNESS / EMERGING CHANNELS, COLD.

PROMOTION

THE MAKING OF AN ICON

INCREASING BRAND AWARENESS

PARTCIPATED AS A PRESENTING SPONSOR

29(5_________3728*+_08''(5_/(*,21((56´_3$57,&,3$7,1*___63(&7$7256

100 EVENTS IN 33 US CITIES

MULTIPLE CITIES ACROSS THE US

SAMPLING TO THE CORE CONSUMERS DURING A CRITICAL USAGE OPPORTUNITY

CONSUMER ADS ± FITNESS TARGETS

ON TREND FOR FITNESS HONING IN ON TARGET DEMO LIFESTYLERS WITH KEY BRAND MESSAGING

GLOBAL EXPANSION

NORDIC CHINA HONG KONG

EUROPE DISTRIBUTION PARTNERS

PARTNERS WITH DEFINED TERRITORIES WHICH CURRENTLY PROVIDE

MARKETING AND SALES SUPPORT WITHIN THEIR TERRITORY.

Established:

Sweden - Top selling FITNESS drink in Sweden

Finland expansion launched in Q2 2016 adds incremental growth

Norway launch announced February of 2018

NEW 2 ^nd product line: CELSIUS BCAAs, Launched MARCH 2018 Additional international opportunities with identified distribution partners

ASIA DISTRIBUTION PARTNERS

PARTNERS WITH DEFINED TERRITORIES WHICH CURRENTLY PROVIDE MARKETING AND SALES SUPPORT WITHIN THEIR TERRITORY.

Established:

Hong Kong launched through AS Watson Water distributors in Q3 2017

China market launched with nationwide distribution through partnership with Qifeng Food Technology (Beijing) Co. Ltd., a national

ZKROHVDOH_GLVWULEXWRU_RI_IRRGV_DQG_EHYHUDJHV_LQ_4__μ__

China production facility opened to support Asian market Additional opportunities with identified distribution partners

GEOGRAPHICAL ACCESS

18 Provinces

80+Cities

Celsius ^® already available in 35 cities

GO TO MARKET & CHANNEL ACCESS

Qifeng manages e-commerce directly. Its network of over 500 sub-distributors offers access to over 40,000 points of sales.

NATIONAL

REGIONAL

LOCAL

CELSIUS ® AVAIALBLE IN OVER 13,000 POINTS OF DISTRIBUITON THROUGH 68 SUB-DISTRIBUORS

CONNECTING WITH CONSUMERS (CHINA)

:RUNRXW_DQG_<RJD_$33V_WRJHWKHU_ZLWK_.2/¶V_KDYH_ connected with Chinese consumers nationally.

CONNECTING WITH CONSUMERS (CHINA)

Local retailers offer distribution across 35 cities while e-commerce addresses availability gap

Strategy Objectives and Growth Roadmap

Focused

Disciplined

Result Orientated Team Purpose Driven

Value

Supply

chain Build Brand Equity

Increase Portfolio Breath

Channel Expansion

ACV Gains

Improve Margins

Data Analytics

Operational Focus

Transform for Scale

CELSIUS FINANCIALS

KEY TAKE AWAYS

R E S O U N D I N G C O N S U M E R D E M A N D - T R E N D F O R WA R D

R AP I D LY G R O W I N G R E V E N U E S AN D G R O S S P R O F I TS

E x p a n d e d p r o d u c t o f f e r i n g

I n t e r n a t i o n a l e x p a n s i o n c o n t i n u e s t o e x p a n d m a r k e t o p p o r t u n i t y

INCOME STATEMENT SUMMARY

( $ i n m i l l i o n s )

R e v e n u e G r o s s P r o f i t

US Int. Total

14 $4.8 $4.6 ^$4.7

$3.8

8 $2.8 ^$2.9
$2.6 $2.4 6 $1.8 ^$2.0 $1.5 ^$1.7 $1.5

4 2 0

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 '15 '15 '15 '15 '16 '16 '16 '16 '17 '17 '17 '17 '18 '15 '15 '15 '15 '16 '16 '16 '16 '17 '17 '17 '17 '18

4__μ___5HYHQXH_RI_______PLOOLRQ__XS______FRPSDUHG_WR_ 4__μ___*URVV_SURILW_XS_____ $6.0 million in the year ago quarter

69% growth in North American revenues primarily Gross profit was $4.8 million, or 39.5% of attributable to double digit growth in existing accounts revenue, in the three months ended March and new distribution expansion. 31, 2018 compared to $2.4 million, or 39.7%

European sales achieved 118% growth mainly as a of revenue, for the same period in 2017. result of the launch of a BCAA Celsius line extension in Northern Europe

Asia revenues grew 100% mainly as a result of our initial product line launch in China.

STRONG FINANCIAL RESULTS

Net Sales Q1 - 2018 Net Sales FY17 By Channel

(% Change vs PY)

(% Change vs PY) 40,000,000 14,000,000

+59%

+101%

35,000,000 12,000,000 30,000,000 10,000,000

25,000,000 +72% +69% 8,000,000 20,000,000 6,000,000 15,000,000

+37%

4,000,000 +118% 10,000,000

+100%

5,000,000 2,000,000

0 0

NET NON-GAAP ADJUSTED EBITDA* TOTAL $2.7 MILLION NET NON-GAAP ADJUSTED EBITDA* TOTAL $160,000

(EXCLUDING NET ASIA INVESTMENTS OF $7.3 MILLION) (EXCLUDING NET ASIA INVESTMENTS OF $2.2 MILLION)

2017 GROSS PROFIT INCREASED 59% TO $15.4 MILLION, AND GROSS MARGIN REMAINED STEADY AT 42.7% IN 2017

(GROSS PROFIT TOTALED 51.8% EXCLUDING OUTBOUND FRIEGHT OF $3.3 MILLION INCLUDED GROSS PROFIT)

* NOTE ±3$'-867('´_),1$1&,$/_0($685(_$5(_121-GAAP. SEE THE END OF THIS PRESENTATION FOR A RECONCILIATION OF THESE MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES.

STRONG FINANCIAL RESULTS

&XUUHQW_$VVHWV_4__μ__ /LDELOLWLHV_4__μ__

Total $29M Current $10.4m LT $3.5m 35,000,000 12,000,000

30,000,000

10,000,000

25,000,000

8,000,000

20,000,000

6,000,000 15,000,000

4,000,000 10,000,000

2,000,000 5,000,000

0 0

Accounts Accrued Long Term Payable & Prefereed Debt Accrued & other

AS OF March 31 2018

- WORK IN CAPTIAL $18.5 M

- STOCKHOLDERS EQUITY $15.0 M

- SHARES OUTSTANDING 60.0 M

FOCUS ON DRIVING GROWTH

Realize Margin Portfolio Trade Productivity Innovation Mix Optimization

KEY INVESTORS

L I K A - S H I N G C A R L D e S A N T I S K I M O R A L E E S I M M O N S

Horizon Ventures: Celebrity & business mogul (several Former Founder and Chairman investment arm of Mr. Li companies), powerful brand builder & of ReXall Sundown Inc. which Ka-6KLQJ__$VLD¶V_ influencer KH_EXLOW_LQWR_WKH_ZRUOG¶V_OHDGLQJ_ wealthiest individual. nutritional supplement supplier, Assets include over sold for $1.8 billion in 2000 15,000 health & beauty retail locations

CELSIUS MANAGEMENT

P E O P L E = D I F F E R E N C E M A K E R S

JOHN FIELDLY - CEO & INTERIM CFO

John Fieldly was named President and Chief Financial Officer of Celsius Holdings, Inc. in 2018 and is presently the FRPSDQ\¶V interim and CFO. He brings nearly 20 \HDUV¶ experience in business management and corporate financial leadership to his role where he oversees the FRPSDQ\¶V finances, public reporting requirements and operations. His expertise stems from a strong background in financial leadership, public reporting requirements, operational process and procurement improvement strategies to maximize resources to drive revenue and operational efficiencies. Prior to joining Celsius Holdings he was Corporate Controller of Oragenics, Inc. a publicly traded nutraceutical company where he was responsible for all financial functions and implemented procurement strategies to maximize operations. Prior to that Mr. Fieldly held leadership positions at Lebhar-Friedman-the B2B leading media and marketing company serving the retail industry, foodservice, and healthcare over the last 90 years and prior to that he served various leadership roles at Eckerd Corporation. Mr. Fieldly is a Certified Public Accountant in Florida.

VANESSA WALKER - EXECUTIVE VP OF MARKETING & INNOVATION

Ms. Walker has served as EVP of Marketing & Innovation. With over 24 years in beverage and retail, she was former EVP Sales & Marketing, LaCroix Sparkling Water, National Beverage, _μ08-¶16). She revitalized the MW regional brand, building the marketing and sales infrastructure, strategy and plans. LaCroix became the fastest growing sparkling water in the US ($35m in μ08 to +$195m ¶15, Nielsen), outpacing Nestle owned Perrier & San Pellegrino in all channels of trade. Previous to 2008, Ms. Walker served as Director of Marketing for Big Red of Texas, (2006-2007), before their sale, relaunching Red JAK energy through DPSU. Prior, she was SVP Sales / Marketing, at start up Manhattan Beverage Co., NY, NY. Ms. Walker was also a part of start up IN ZONE Brands Inc., VP National Accounts, as then BellyWashers & TummyTicker brands, grew from $1m to over $90m _¶01-¶04). She began her career after college with Target Stores, serving as Regional Buyer _μ97-01) foods/beverages, and store executive _¶94-¶97).

JON MCKILLOP ± SENIOR VICE PRESIDENT OF SALES ± NORTH AMERICA

Jon McKillop has been recently promoted to Senior Vice President of Sales for North America, joining the CELH Executive team. Previously McKillop served as Vice President of Sales for the FRPSDQ\¶V non-traditional channels of trade, to include Fitness, Military, Vending, Travel and Food Service. 0F.LOORS¶V career has spanned over 15 years in beverage and consumer packaged goods in both traditional and non-traditional channels of trade. Prior to his arrival at Celsius on May 3, 2016, McKillop served in a variety of management roles at Glanbia Performance Nutrition, a leading company in the branded sports nutrition space, most recently as National Director of Sales for the organizations American Body Building brand. Before that, McKillop held management posts at large corporations Pepsi Americas, Core-Mark International and Keurig. He holds an undergraduate degree in Marketing from Southern Oregon University.

MANAGEMENT BENCH STRENGTH

FOCUSED DISIPLINED RESULTS ORIENTED PURPOSE DRIVEN

BOARD OF DIRECTORS

A BREADTH OF INDUSTRY, FINANCIAL, & EXECUTIVE MANAGEMENT EXPERTISE

William H. Milmoe Kevin Harrington John Fieldly

CO-CHAIRMAN DIRECTOR DIRECTOR

Finance and accounting New product development Corporate Finance President CDS International Celsius CFO, Interim CEO

79_VKRZ_36KDUN_7DQN´_DOXPQL

Holdings

Launched over 500 products

Career includes roles with:

3$V_VHHQ_RQ_79´_LQIRPHUFLDO_ Oragenics leader in novel Financial career includes roles with: Price Waterhouse, pioneer antibiotics and proprietary OTC General Cinema Corp, Pepsi, probiotics, Lebhar-Friedman independent bottler leader in B2B publishing, Eckerd Corporation

Tony Lau Nick Castaldo Thomas E. Lynch Hal Kravitz

CO-CHAIRMAN DIRECTOR DIRECTOR DIRECTOR

Horizons Ventures Consumer services business Insurance CEO of AQUA hydrate Asian market expert Chain restaurant, banking Banking Former Officer of Coca-Cola and retailing IB professional, M&A Public official

)RUPHU_'HQQ\¶V_93_

Marketing

KEY TAKE AWAYS

RESOUNDING CONSUMER DEMAND

STRONG PURPOSE TO BE THE LEADING FITNESS BRAND

INCREASING DISTRIBUTION

INCREASING GLOBAL EXPANSION

INNOVATIVE PORTFOLIO CAPITALIZING ON HEALTH & WELLNESS TRENDS

TRANSFORMING OPERATIONS FOR SCALE

DISIPLINED DATA DRIVEN TEAM

CELSIUS HOLDINGS, INC.

C O M PA N Y C O N TA C T

John Fieldly, CEO & Interim CFO

Celsius Holdings, Inc.

561.276.2239

jfieldly@celsius.com

I N V E S T O R R E L AT I O N S

Cam eron Donahue, Partner

Hayden IR

651.653.1854

cam eron@haydenir.com

VISIT OUR NEW INVESTOR W EBSITE:

CELSIUSHoldingsINC.COM

INCOME STATEMENT

Celsius Holdings, Inc. and Subsidiaries Consolidated Statements of Operations

For the three months ended March 31, 2018 2017

Revenue $ 12,059,976 $ 6,000,429 Cost of revenue 7,296,295 3,617,623 Gross profit 4,763,681 2,382,806

Selling and marketing expenses 5,599,271 2,153,087 General and administrative expenses 2,002,655 2,062,963 Total operating expense 7,601,926 4,216,050

Income (Loss) from operations (2,838,245) (1,833,244)

Other Income (Expense):

Interest expense (38,259) (48,056) Total Other Income (Expense) (38,259) (48,056)

Net Income (Loss) (2,876,504) (1,881,300 ⁾ Preferred stock dividend (82,691) (90,245) Net (Loss) available to common stockholders $ (2,959,195) $ (1,971,545 ⁾

Income (Loss) per share:

Basic $ (0.06) $ (0.05 ⁾ Diluted $ (0.06) $ (0.05 ⁾ Weighted average shares outstanding: Basic 47,449,553 41,783,853 Diluted 47,449,553 41,783,853

BALANCE SHEET Celsius Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

March 31,

2018 December 31, (Unaudited) 2017 (1)

ASSETS

Current assets: Cash $ 9,987,713 $ 14,186,624 Accounts receivable, net 9,073,880 6,375,658 Inventories, net 6,668,742 5,305,505 Prepaid expenses and other current assets 3,158,057 1,180,444 Total current assets 28,888,392 27,048,231

Property and equipment, net 66,406 62,642 Total Assets $ 28,954,798 $ 27,110,873

>/__/>/d/_^__E__^dK_<,K>__Z^ __Yh/dz

Current liabilities: Accounts payable and accrued expenses $ 10,219,925 $ 6,311,824 Accrued preferred dividend 165,462 133,883 Deferred revenue and other current liabilities 21,980 17,921 Total current liabilities 10,407,367 6,463,628

Long-term liabilities: Line of credit note payable-related party 3,500,000 3,500,000 Total Liabilities 13,907,367 9,963,628

^ __ Preferred Stock, $0.001 par value; 2,500,000 shares authorized, 3,380 and 6,380 shares issued and outstanding at March 31, 2018 and December 31, 2017 3 7 Common stock, $0.001 par value; 75,000,000 shares authorized, 50,956,869 and 45,701,593 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively 50,957 45,702 Additional paid-in capital 80,009,458 79,101,824 Accumulated other comprehensive loss (92,882) (39,378) Accumulated deficit (64,920,105) (61,960,910) d _^ __ 15,047,431 17,147,245 d _> _ _^ __ $ 28,954,798 $ 27,110,873

(1) Derived from Audited Financial Statements

(1) Derived from Audited Financial Statements

RECONCILIATION OF NON-GAAP ADJUSTED EBITDA