SEC Charges Fitness Beverage Company for Improper Accounting and Disclosure Controls Failures

ADMINISTRATIVE PROCEEDING
File No. 3-22429

January 17, 2025 – The Securities and Exchange Commission today announced charges against Celsius Holdings, Inc. for reporting, books and records, internal accounting controls, and disclosure controls and procedures violations. Celsius has agreed to pay $3 million to settle the charges.

According to the SEC’s Order, in 2021, Celsius improperly accounted for stock-based compensation expenses when the company modified the terms of stock awards for six departing employees and retiring board members. As a result, in quarterly reports for the second and third quarters of 2021 and certain other public reports, Celsius issued financial statements that were materially inaccurate and misleading. The order also finds that Celsius failed to devise and maintain internal accounting controls to address modifications to stock awards. Additionally, the order finds that from at least September 2019 to August 2023, Celsius did not have disclosure controls or procedures designed to ensure that non-financial information required to be disclosed in company filings with the SEC was timely reported.

The SEC’s order finds that Celsius violated Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-11, 13a-13, and 13a-15 thereunder. Without admitting to or denying the SEC’s findings, Celsius consented to the entry of an order that it cease and desist from committing or causing any violations and any future violations of these provisions of the federal securities laws and pay a $3 million penalty. 

The SEC’s investigation, which remains ongoing, is being conducted by Ashley Sprague and Avron Elbaum and supervised by Lisa Deitch, Peter Rosario, and Stacy Bogert.