CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Files An 8-K Entry into a Material Definitive Agreement

CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

The disclosure set forth in Item 3.02 of this report is hereby incorporated by reference in its entirety.

On August 20, 2020, the Company issued a press release announcing that it entered into an agreement to which Celsius will receive a direct private investment of $22 million from two institutional investors. The transaction is anticipated to close on or about August 25, 2020. The Company will use the net proceeds from the investment transaction for (i) the repayment of outstanding bonds incurred in connection with our October 2019 acquisition of Func Food Group Oyj; and (ii) for general working capital purposes, including marketing and sales efforts.

In connection with the aforementioned private placement transaction, the Company will issue and sell 1,437,909 shares of common stock at a price of $15.30 per share. In addition, various affiliates of Celsius, including six directors and CD Financial, LLC, an affiliate of Carl DeSantis, the Company’s largest shareholder, will sell an aggregate of 1,307,189 shares of common stock held by them at a price of $15.30 per share to the two investors. The transactions will be effected to an exemption from registration afforded by Regulation S under the Securities Act of 1933.

A copy of the press release is included as Exhibit 99.1 to this report.

Celsius Holdings, Inc. Exhibit
EX-99.1 2 ea125809ex99-1_celsiushold.htm PRESS RELEASE DATED AUGUST 20,…
To view the full exhibit click here

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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.

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