8-K
Celsius Holdings, Inc. (CELH)
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 9, 2023
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 001-34611 | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | CELH | The NASDAQ Capital Market |
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 7.01 Regulation FD Disclosure.
On May 9, 2023, Celsius issued a press release (a) releasing the financial results for first quarter ending March 31, 2023; and (b) announcing that the Management team will host an after market conference call that same day at 4:30 p.m. Eastern Time to discuss the financial 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:
Toll Free: 877-545-0320
Toll/International: 973-528-0002 Access code: 834155
Webcast: https://www.webcaster4.com/Webcast/Page/2410/48358
A copy of the press release dated May 09, 2023 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 | Press Release dated May 9, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 9, 2023 | By: | /s/ John Fieldly |
| John Fieldly, Chief Executive Officer |
EX-99
FOR IMMEDIATE RELEASE
Celsius Holdings, Inc., Reports Record First Quarter 2023 Financial Results
Record first quarter revenue of $260 million, up 95% from $133 million in Q1 2022
North America revenue increased 101% to $249 million, up from $124 million in Q1 2022
BOCA RATON, FL, May 9, 2023/PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH), maker of the leading global fitness drink, CELSIUS®, today reported preliminary financial results for the first quarter ended March 31, 2023. Management will host a conference call today at 4:30 p.m. Eastern Time, to discuss the results with the investment community.
A PDF containing our third quarter 2023 results and full financial tables is available at:
https://www.celsiusholdingsinc.com/Q1_2023/
To participate in the conference call, please call one of the following telephone numbers at least 10 minutes before the start of the call:
Toll Free: 877-545-0320
Toll/International: 973-528-0002 Access Code: 834155
Webcast: https://www.webcaster4.com/Webcast/Page/2410/48358
Replay of the conference call can be accessed through the webcast link above for 90 days. Disclosures can be found on the Company's online disclosure portal at: https://www.celsiusholdingsinc.com/sec-filings/
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (Nasdaq: CELH), is a global consumer packaged goods company with a proprietary, clinically proven formula for its master brand CELSIUS®. A lifestyle energy drink born in fitness and a pioneer in the rapidly growing energy category. CELSIUS® offers proprietary, functional, essential energy formulas clinically-proven to offer significant health benefits to its users. CELSIUS® is backed by six university studies that were published in peer-reviewed journals validating the unique benefits CELSIUS® provides. For more information, please visit: http://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; the Company’s ability to satisfy in a timely manner, all Securities and Exchange Commission (SEC) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted under that Section; 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) 707-3532 investorrelations@celsius.com