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

November 16, 2009

Date of Report (Date of earliest event reported)

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	333-129847	20-2745790
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	No.)

140 NE 4th Avenue, Suite C, Delray Beach, FL	33483
	(Zip Code)

(561) 276-2239

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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))

Item 1.01 Entry into a Material Definitive Agreement

On August 8, 2008, the Company entered into a securities purchase agreement (“SPA”) with CDS Ventures, LLC of Florida, LLC (“CDS”). Pursuant to the SPA, the Company issued 2,000 Series A preferred shares (“Preferred Shares”) for a cash payment of $1.5 million and the cancellation of two notes in the aggregate amount of $500,000 issued to CD Financial, LLC, an affiliate of CDS.  Pursuant to the terms of the SPA, the Company also granted CDS the right to purchase an additional 1,000 Preferred Shares, for a cash payment of $1.0 million. The Preferred Shares can be converted into Company Common Stock at any time.  Until December 31, 2010, the conversion price is $0.08, after which the conversion price is the greater of $0.05 or 90% of the volume weighted average price of the Common Stock for the prior 10 trading days. Pursuant to the SPA, the Company entered into a registration rights agreement under which the company agreed to file a registration statement for the common stock issuable upon conversion of Preferred Shares. The Preferred Shares accrue a ten percent annual dividend, payable in additional Preferred Shares. 

On November 16, 2009, CDS notified the Company that it was exercising its right under the SPA to purchase the additional 1,000 shares of Series A Preferred Shares. CDS paid for the shares by cancelling a note payable by the Company to CDS for $1 million.

The foregoing descriptions are qualified in their entirety by reference to the full text of the securities purchase agreement and exhibits thereto, a copy of each was filed on August 12, 2008 in our Current Report on form 8-K, and each of which is incorporated herein in its entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

SIGNATURES

Pursuant to the requirements of the 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: November 18, 2009	By:/s/Jan Norelid
	Jan Norelid
	Chief Financial Officer

EXHIBIT Index

10.1 Notice of Exercising Purchase Rights for Series A Preferred Stock and Subscription Agreement

99.1 Press release dated April 6, 2009