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):
July 26, 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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☐
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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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
July 31, 2018, the Company issued a press release announcing the appointment of Edwin F. Negron-Carballo as Chief Financial Officer
effective as of July 26, 2018. A copy of the Company’s press release dated July 31, 2018 is attached hereto as
Exhibit
99.1
and is incorporated herein by reference.
Edwin
F. Negron-Carballo
, 56, brings over 30 years of financial and operational experience to Celsius. He is well versed in USGAAP
and IFRS as a Certified Public Accountant and has significant experience in mergers and acquisitions. From January 2018 to May
2018, he served as a consultant for The Pine Hill Group where he managed various finance, accounting and compliance matters. Mr.
Negron-Carballo served as the Chief Financial Officer of Concurrent Manufacturing Solutions, LLC from October 2012 to December
2017. Mr. Negron-Carballo’s prior experience also includes working for major companies such as Sodexo, S.A., Tyco Healthcare-Latin
America, Energizer Battery and Frito-Lay.
On
July 26, 2018, Mr. Negron-Carballo was granted options to purchase 150,000 shares of the Company’s common stock for an exercise
price of $4.60. The options vest in three equal annual installments commencing on the first anniversary of the grant date.
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Item
7.01
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Regulation
FD Disclosure.
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On
August 2, 2018, Celsius issued a press release announcing that (a) we will release financial results for the second quarter ended
June 30, 2018 on Thursday, August 9, 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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☐
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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 dated August 2, 2018 is included as
Exhibit 99.2
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: August 3, 2018
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By:
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/s/ John
Fieldly
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John
Fieldly, Chief Executive Officer
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Exhibit
99.1
FOR
IMMEDIATE RELEASE
CELSIUS
HOLDINGS, INC. NAMES EDWIN NEGRON-CARBALLO AS CHIEF FINANCIAL OFFICER TO SUPPORT CONTINUED GROWTH
Experienced
Financial Executive Brings Over 30 Years’ Experience to Celsius
BOCA
RATON, Fla., July 31, 2018 /PRNewswire/ -- Celsius Holdings, Inc. (Nasdaq:
CELH
), maker of the clinically proven,
globally marketed performance drinks, CELSIUS
®
, today announces the hiring of
Edwin F. Negron-Carballo
,
as
Chief Financial Officer
. This addition to the leadership relieves CEO John Fieldly of his additional duties as Chief
Financial Officer; a position which he held for his first six years with Celsius Holdings, Inc. Given the rapid growth which the
company is experiencing both domestically and abroad, naming Mr. Negron-Carballo as CFO is timely.
Edwin
Negron-Carballo brings over 30 years of financial and operational experience to the organization. His background includes domestic
and international experience with work in standardization and implementation of Six Sigma processes, in complex and dynamic environments.
He is well versed in USGAAP and IFRS as a Certified Public Accountant and has significant experience in mergers and acquisitions.
His impressive and extensive career spans decades of senior financial management experience in major companies such as: Concurrent
Manufacturing Solutions, Sodexo, S.A., Tyco Healthcare-Latin America, Energizer Battery, Frito-Lay and K.P.M.G.-Peat Marwick.
He was also a Member of the Board of Directors of BAS, S.A., as well as being named as a
Top 25 Hispanic Business Corporate
Elite
. Mr. Negron-Carballo earned an MBA from the John M. Olin School of Business at Washington University in St. Louis, Missouri,
and prior, a Bachelor of Science Degree with a major in Accounting, from Louisiana State University in Baton Rouge, LA.
Mr.
Fieldly commented, "Edwin's experience at large, well-run, CPG companies will be invaluable as Celsius continues its rapid,
industry leading growth. He is well versed in playing crucial roles in successful but changing corporate environments. Adding
a proven CFO at this time will allow us to focus on our near and long-term strategies."
The
addition of Edwin Negron-Carballo is one of several moves made recently in preparation for future growth and expansion. Within
the past six months, the organization has expanded staffing in both the finance and production departments creating new positions
such as Vice President Operations, Global Product Coordinator, and ramping additional staff positions in logistics and administration.
The organization is focused on preparing for the future opportunities and growth.
"I'm
excited about the new future at Celsius Holdings, Inc. and I'm looking forward to becoming a part of the team," says Mr.
Negron-Carballo. "I believe my background is well suited for the next phase of the company's development as there is significant
growth potential. This company has great momentum as an on-trend brand and is well poised for exciting opportunities which will
inevitably lie ahead."
About
Celsius Holdings, Inc.
Celsius
Holdings, Inc. (Nasdaq:
CELH
), 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
powder packets. The CELSIUS® Natural Line is available in six refreshing flavors: three sparkling and three non-carbonated.
This line is naturally caffeinated and naturally sweetened.
Celsius'
trainer-grade CELSIUS HEAT™ offers an additional 100mg of caffeine over CELSIUS®, 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:
Inferno Punch, Cherry Lime, Blueberry Pomegranate, Strawberry Dragonfruit, Tangerine Grapefruit, Apple Jack'd and Orangesicle.
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® as compared to the
Original Line, which is sold in a smaller can package and appeals to the masses as an active lifestyle brand.
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 and is available on Amazon.com.
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 the brand websites:
www.celsius.com
,
www.celsiusheat.com
, and investor site
www.celsiusholdingsinc.com
.
Forward-Looking
Statements
This
press release 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 Holdings' 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 "anticipate," "believe," "could," "estimate,"
"expect," "intend," "may," "should," "will," "would," or similar words.
You should not rely on forward-looking statements since Celsius Holdings' 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 press release.
Investor
Relations:
Cameron Donahue
(651) 653-1854
cameron@haydenir.com
Exhibit
99.2
FOR
IMMEDIATE RELEASE
Celsius
Holdings, Inc. to Release Second Quarter 2018 Financial Results on Thursday, August 9, 2018
BOCA
RATON, Fla., August 2, 2018 /PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq:
CELH
), maker of the leading global fitness
drink, CELSIUS®, today announced that it will release financial results for the second quarter ended June 30, 2018 on Thursday,
August 9, 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. (Nasdaq: CELH), 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 and the line is naturally caffeinated and naturally sweetened.
New
to the portfolio, trainer-grade CELSIUS HEAT™ offers an additional 100mg of caffeine over CELSIUS®, 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