8-K - CELH - Equibles

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): March 1, 2022

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

001-34611	20-2745790
(Commission<br>File Number)	(IRS Employer Identification<br> No.)

2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431

(Address of principal executive offices and zip code)

(561)<br> 276-2239
(Registrant’s telephone<br> number including area code)
Former<br> 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:

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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<br> 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 2.02	Results of Operation and Financial Condition.

The disclosure set forth in Item 7.01 of this Current Report on Form 8-K is incorporated into this item by reference.

Item 7.01	Regulation FD Disclosure.

On March 1, 2022, Celsius issued a press release (a) releasing preliminary and unaudited financial results for the fourth quarter and full year ended December 31, 2021; and (b) announcing that our 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.

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: 877-709-8150
●	Toll/International: 201-689-8354

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.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
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Exhibit No	Description
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99.1	Press Release dated March 1, 2022

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: March 1, 2022	By:	/s/<br> John Fieldly
		John<br> Fieldly, Chief Executive Officer

Exhibit 99.1

FORIMMEDIATE RELEASE

CelsiusHoldings, Inc. Reports Record Preliminary and Unaudited Fourth Quarterand Full Year 2021 Financial Results

Revenueof $104.3 million, up 192% from $35.7 million in Q4 2020

Domesticrevenue increased 238% to $95.9 million, up from $28.4 million in Q4 2020

Internationalrevenue increased 15% to $8.3 million, from $7.3 million in Q4 2020

BOCA RATON, FL, March 1, 2022/PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH), maker of the leading global fitness drink, CELSIUS®, today reported preliminary and unaudited financial results for the fourth quarter and full year ended December 31, 2021. 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 fourth quarter and full year preliminary and unaudited 2021 results and full financial tables is available at: https://www.celsiusholdingsinc.com/Q4_2021

Although the Company has dedicated significant resources to the completion of finalizing its audited consolidated financial statements and related disclosures for inclusion in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the required assessment of its internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, the Company has encountered staffing limitations, unanticipated delays and identified material errors in previous filings as further described below. As a result, the Company has filed for the fifteen (15) day extension period provided under Rule 12b-25 and anticipates filing its Form 10-K including its audited financials prior to the expiration of the extension period. Accordingly, the fourth quarter and full year 2021 results set forth in the linked PDF are preliminary, unaudited and subject to change and adjustment.

In addition, as more fully described in the linked PDF, in connection with the preparation of its 2021, the Company determined that the calculation and expense of non-cash share-based compensation, related to grants of stock options and restricted stock units awarded to certain former employees and retired directors were materially understated for the three and six month periods ended June 30, 2021 and three and nine month periods ended September 30, 2021 and did not comply with U.S. GAAP. In order to correct previously reported non-cash share-based compensation during these periods, the Company is recognizing additional non-cash share-based compensation expense of approximately $3,180,000 for the three month period ended June 30, 2021 and approximately $12,116,000 for the three month period ended September 30, 2021. The recognition of additional non-cash share-based compensation expense does not impact the Company’s cash, revenue, other aspects of its operations or its business fundamentals.

The Company’s management has concluded, however, that as a result of the above identified errors, a material weakness exists in the Company’s internal controls over financial reporting related to the misapplication of U.S. GAAP in the Company’s evaluation of modifications to share based payment arrangements and that the Company’s disclosure controls and procedures were not effective as of December 31, 2021. The Company has taken remedial actions in this regard.

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/press-releases/

AboutCelsius Holdings, Inc.

Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its master brand CELSIUS® and all its sub-brands. A lifestyle fitness and supplement drink and a pioneer in the rapidly growing performance energy sector, CELSIUS® has five drink lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users. The five lines include, CELSIUS® Originals, CELSIUS HEAT™, CELSIUS® BCAA +Energy, CELSIUS® On-the-Go, and CELSIUS® Sweetened with Stevia. 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 backed by six university studies that were published in peer-reviewed journals validating the unique benefits CELSIUS® provides. CELSIUS® is sold nationally at Target, CVS, Walmart, GNC, Vitamin Shoppe, 7-Eleven, Dick’s Sporting Goods, The Fresh Market, Sprouts and other key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s and Food Lion. It is also available on Amazon, at fitness clubs and in select micro-markets across the country. For more information, please visit: http://www.celsiusholdingsinc.com

Forward-LookingStatements

Preliminary financial information, financial guidance and growth disclosure have been prepared by management based on information available to it as of the date hereof and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Estimated preliminary results are subject to completion of our customary quarterly and annual financial closing and audit and review procedures and are not comprehensive statements of our financial results for the three months and fiscal year ended December 31, 2021 and are subject to adjustments as a result of such procedures.

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

cdonahue@celsius.com