8-K

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): August 22, 2019

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-55663	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 8.01. Other Events.

On August 22, 2019, the Company issued a press release announcing the launch of the CELSIUS® Live Fit Tour, a national marketing campaign that will take place in cities across the United States. The Live Fit Tour will officially kick off in New York, NY on September 7, 2019.

A copy of the Company’s press release dated August 22, 2019 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No	Description
99.1	Press Release dated August 22, 2019

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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:  August 23, 2019	By:	/s/ John Fieldly
		John Fieldly, President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations:

Cameron Donahue

(651) 653-1854

cameron@haydenir.com

Celsius Launches Nationwide LIVE FIT Tour

New York City Tour to Launch September 7th 

Boca Raton, FL (August 22, 2019) – Celsius Holdings, Inc. (Nasdaq: CELH), maker of the leading global fitness drink, CELSIUS^®, today announced that the Company is launching its first national guerilla marketing tour, which will make its way across the U.S. The Live Fit Tour will officially kick off in NYC on September 7^th with a CELSIUS® branded pop up fitness event in Union Square. The brand owned event will feature various interactive fitness activities including outdoor classes hosted by popular local instructors from several nationwide fitness chains, as well as competitive activities to inspire attendees and influencers to find what motivates them to live an active lifestyle.

The CELSIUS® Live Fit Tour will be bringing its proprietary and clinically proven healthy functional energy drink to 11 cities (New York City, Boston, Seattle, Portland, San Francisco, Los Angeles, San Diego, Phoenix, Dallas, Miami, Orlando, and Tampa) with a goal of inspiring and creating a movement which energizes each city with approximately 300,000 samples to be distributed along the way. In addition, the Live Fit Tour will also be stopping at various retailers, distributors, local events, and fitness partners like Planet Fitness, Gold’s Gym and 24 Hour Fitness.

“With CELSIUS®’s increased national availability and impressive distribution growth, the decision to launch our National Live Fit Marketing initiative at this time was a strategic one,” commented John Fieldly, President and Chief Executive Officer. “Our year-over-year revenue growth of 73% in the second quarter of 2019, as well as expansion with national retailer partners including Target, CVS, Rite Aid, 7-Eleven and Kroger, and the addition of significant DSD partners, makes this the time right time to continue to disrupt the market and drive further trial and awareness in these key geographies.”

“Following our recent launch in New York City and our distribution agreement with Big Geyser, New York’s largest independent non-alcoholic beverage distributors, which serves 20,000 locations in the five boroughs of New York City. We believe that launching our Live Fit Tour in the NYC metropolitan area will further leverage our partnership and presence in the market. Through our core LIVE FIT brand position, we created a tour which will promotes an active lifestyle that is aligned with our healthy, functional fitness forward position and targets today’s health minded consumer.”

Trend forward functional energy brand has gained momentum as CELSIUS^® is growing faster than the category, at a reported 38.6%, year to date (Last 52 Weeks Ending 7.14.2019, SHELF STABLE FUNCTIONAL BEVERAGE, SPINSscan Conventional Markets: TOTAL US – CONVENIENCE).

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Interested in carrying CELSIUS® as a distributor or in your retail cooler? Contact SALES@CELSIUS.COM

Media inquiries or more information about the Live Fit Tour. Contact kwatson@celisus.com

About Celsius Holdings, Inc. 

Celsius Holdings, Inc. (Nasdaq: CELH), is a global company with a proprietary, clinically proven formula for its brand CELSIUS® and all its sub-brands. A lifestyle fitness drink and a pioneer in the rapidly growing performance energy sector, CELSIUS® has four beverage lines that each offer proprietary, functional, healthy-energy formulas clinically-proven to offer significant health benefits to its users. The four lines include, CELSIUS® Originals, CELSIUS HEAT™, 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, 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, visit CELSIUS® at www.celsius.com or Celsius Holdings, Inc., at www.celsiusholdingsinc.com.

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