CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

(a)On February 24, 2017, we issued a press release announcing
that Gerry David, Celsius President and Chief Executive Officer
would retire from such positions with the Company, effective
March 1, 2017, and pending our board of directors identifying and
retaining a new President and Chief Executive Officer, John
Fieldly, the Companys Chief Financial Officer would serve as
President and Chief Executive Officer on an interim basis. Mr.
David will continue to serve as a consultant to the Company
through December 31, 2017. A copy of the press release announcing
Mr. Davids retirement and Mr. Fieldly s appointment as Interim
President and Chief Executive Officer is filed as Exhibit 99.1 to
this report and is incorporated herein by reference.

(b)In connection with Gerry Davids retirement as our President
and Chief Executive Officer, the Company entered into a
consulting agreement with Mr. David effective March 1, 2017 (the
Consulting Agreement). The Consulting Agreement,
which was approved by our compensation committee and our board of
directors provides for, among other matters, Mr. David to receive
(i) a consulting fee of $20,000 per month through December 2017;
(ii) a one time bonus for services rendered of $415,000, $300,000
of which Mr. David has agreed to apply to the exercise of options
to purchase our common stock previously granted to him; (iii)
acceleration of the vesting of certain of those options; (iv) and
continuation of certain fringe benefits through the term of the
Consulting Agreement, which expires on December 31, 2017. The
Consulting Agreement contains mutual release, confidentiality,
non-competition, non-solicitation and non-disparagement
provisions. The foregoing description of the Consulting Agreement
is qualified in its entirety by reference to the copy of the
Consulting Agreement filed as Exhibit 10.13 to this report and
incorporated herein by reference.

(c)On January 26, 2017, effective retroactive to January 1, 2017,
we entered into a three-year employment agreement (the
Employment Agreement)with John Fieldly, our
Chief Financial Officer. The Employment Agreement provides for a
base annual salary of $225,000, eligibility for performance-based
incentive bonuses, to such criteria as may be established by our
compensation committee and the grant of options to be effective
as of January 26, 2017 to Mr. Fieldly under our 2015 Incentive
Stock Plan (the 2015 Plan) to purchase 100,000
shares of our common stock. The Employment Agreement also
provides for (a) severance payments equal to (i) two months
salary in the event of termination upon death; and (ii) six
months salary and continued benefits for such period in the event
of termination other than for cause (as defined
therein); and (b) a golden parachute payment in
an amount equal to twice the base salary then in effect in the
event of termination without cause following a
change in control (as defined therein). The
Employment Agreement contains customary confidentiality and
non-competition provisions.

In connection with his appointment to serve in the additional
capacities of Interim President and Chief Executive Officer,
effective March 1, 2017, the Company entered into an addendum to
the Employment Agreement (the Addendum),
increasing Mr. Fieldlys Base Salary by $15,000 per month during
the period he serves in such additional capacities and issuing to
him a 100,000 share restricted stock grant under the 2015 Plan,
effective March 31, 2017.

The foregoing descriptions of the Employment Agreement and the
Addendum are qualified in their entirety by reference to the
copies of the Employment Agreement and Addendum filed as Exhibits
10.14 and 10.15 to this report, respectively and incorporated
herein by reference.

(d)On January 26, 2017, the Company granted options to purchase
50,000 shares of our common stock under the 2015 Plan to each of
its independent directors, Nicholas Castaldo,
Kevin Harrington, Hal Kravitz, Thomas E. Lynch, William H. Milmoe
and Timothy Leissner and Chris Lai. The options vest in three
equal annual installments commencing January 26, 2018 (one year
from the date of grant) and are exercisable through the fifth
anniversary of the date of grant at an exercise price of $3.48
per share. In addition to the foregoing, on January 26, 2017
Messrs. Milmoe and Lynch were each issued 47,126 shares of
restricted stock in consideration of services previously rendered
to Celsius.

About CELSIUS HOLDINGS, INC. (OTCMKTS:CELH)

Celsius Holdings, Inc. is engaged in the development, marketing, sale and distribution of functional calorie-burning fitness beverages under the Celsius brand name. The Company’s product range includes Sparkling Grape Rush, Sparkling Watermelon, Sparkling Orange, Sparkling Wild Berry, Sparkling Cola, Raspberry Acai Green Tea, Peach Mango Green Tea, Flo Fusion Orange and Flo Fusion Berry. The Company’s products are sweetened with sucralose, which is suitable for consumers whose sugar intake is restricted. The Company’s Celsius brand uses ingredients and supplements, such as green tea (EGCG), ginger, calcium, chromium, B vitamins and vitamin C. The Company outsources the manufacturing process to third-party co-packers. It provides co-packers with flavors, ingredient blends, cans and other raw materials for its beverages purchased by it from various suppliers. It sells Celsius brand across retail segments, which include supermarkets and convenience stores.

CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Recent Trading Information

CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) closed its last trading session down -0.08 at 3.60 with 13,498 shares trading hands.