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): February 23, 2023
CELSIUS HOLDINGS, INC.
(Exactname of Registrant as Specified in Its Charter)
| Nevada | 001-34611 | 20-2745790 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2424 N. Federal Highway<br><br> <br>Boca Raton, Florida | 33431 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 561 276-2239
(FormerName 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 the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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:
| Titleof each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | CELH | 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.
Item7.01 Regulation FD Disclosure.
On February 23, 2023, Celsius issued a press release that it will (a) release the financial results for fourth quarter ending December 31, 2022 on March 1, 2023; and (b) that the Management team will host an after market conference call that same day at 4:30 p.m. Easter 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: 877-709-8150
● Toll/International: 201-689-8354
Webcast:https://event.choruscall.com/mediaframe/webcast.html?webcastid=mYPPakDe
A copy of the press release dated February 23, 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 Exhibit99.1 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description |
|---|---|
| 99.1 | Press Release dated February 23, 2023 |
| 104 | Cover<br> Page Interactive Data File (embedded within the inline XBRL Document) |
1
SIGNATURES
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 thereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||
|---|---|---|
| Date: February<br> 23, 2023 | By: | /s/<br> John Fieldly |
| John<br> Fieldly, Chief Executive Officer |
2
Exhibit 99.1
FOR IMMEDIATE RELEASE
Celsius Holdings, Inc. to Release FourthQuarter and Full Year 2022 Financial Results on Wednesday, March 1, 2023 at 4:30pm ET
BOCA RATON, FL, February 23, 2023/PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH), maker of the leading global fitness drink, CELSIUS®, today announced that it will release financial results for the fourth quarter ended December 31, 2022, on Wednesday, March 1, 2023, after 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 |
Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=mYPPakDe
A replay of the call will be available through the webcast link above, after the conclusion of the event.
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
Investor Relations:
Cameron Donahue
(651) 707-3532
cdonahue@celsius.com