8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

CELSIUS HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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 the 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 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:

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 8.01 Other Events.

On May 26, 2022, Celsius issued a press release announcing that the Company will ring the opening Nasdaq bell on Friday, May 27th to celebrate the 5th anniversary of their initial listing and will hold a product sampling event in front of the Nasdaq Market Site building, located at 4 Times Square, between 43rd& Broadway.

A copy of the press release dated May 26, 2022 is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CELSIUS Announces NASDAQ Opening Bell Ringing to Celebrate

5th Anniversary on Friday May 27th

BOCA RATON, FL, May 26, 2022/PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH), maker of the leading global lifestyle energy drink, CELSIUS®, today announced the company will ring the opening Nasdaq bell on Friday, May 27th to celebrate the 5th anniversary of their initial listing and will hold a product sampling event in front of the Nasdaq MarketSite building, located at 4 Times Square, between 43rd & Broadway.

CELSIUS® President, Chairman and CEO, John Fieldly, commented, “It’s an honor to celebrate our five year listing anniversary on Nasdaq and recognize the amazing milestones the CELSIUS® team has accomplished over that time, which was facilitated with our up-listing to the Nasdaq platform. Since our initial May 24, 2017 listing, the company’s share price has increased over 1,400% from $4.04, to $62.44 on May 25, 2022, with a market cap increase of over 2,600%, from $170 million to $4.7 billion. Upon the 2017 listing, there were no filing institutional shareholders, which compares to the end of the first quarter of 2022 with 275 institutional holders, representing 52% of the shares outstanding and over $2 billion in value in addition to our average daily trading volume which increased from under 100k shares per day or approximately $400k vs. average daily trading volume of 960K shares per day or approximately $60 million today. Operationally, CELSIUS® grew from first quarter revenue in 2017 of $6 million to a current first quarter 2022 revenue over $133 million with an approximate 4% market share of the energy category. The company looks forward to sharing this event with our loyal consumers after the bell ringing ceremony for those in the Times Square area Friday morning.”

CELSIUS® is now available in over 140,000 locations nationwide and the leading brand driving growth to the energy category, responsible for 37% of the overall growth. This represents over $37.5 million in incremental sales and CELSIUS® is now the #4 energy drink after recently surpassing Rockstar Energy.

(Last 4 Weeks Ending 04.17.22, IRI MULO+C)

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 cdonahue@celsius.com