CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
The Company entered into Convertible Loan Agreements (the “Loan Agreements”) with its affiliates Charmnew Limited (“Charmnew”) and Grieg International Limited (“Grieg”) on December 12, 2018, and with its affiliate CD Financial, LLC (“CD Financial”) on December 14, 2018, providing for aggregate loans to the Company in principal amounts of US$3,000,000, US$2,000,000 and US$5,000,000. In connection with the Loan Agreements, the Company executed and delivered Convertible Promissory Notes (the “Notes”) in favor of each of Charmnew, Grieg and CD Financial. The Loan Agreement and Note entered into with CD Financial replace an existing credit facility between the Company and CD Financial.
The other material terms and conditions of the loan transactions are as follows:
| ● | The Notes will mature on the date that is two (2) years from the effective date of each Note (“Maturity Date”), at which time all indebtedness due under the Notes will be due and payable; |
| ● | Interest on the outstanding principal amount of the Notes accrues at the rate of five percent (5%) per annum and is payable semi-annually; |
| ● | Charmnew, Grieg and CD Financial each have the option, on or prior to the Maturity Date, to convert the entire principal amount of and all accrued but unpaid interest on the Note into shares of the Company’s common stock. The applicable conversion price is the average of the closing price for the shares during the ten (10) business days prior to each date a loan advance was disbursed, less a discount of 10%; and |
| ● | The Company may not prepay the loan without the lender’s prior written consent. |
The above summary of the financing transactions entered into by the Company with Charmnew, Grieg and CD Financial is qualified in its entirety by reference to the copies of the Loan Agreements and Notes, filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this report, and incorporated herein by reference.
| Item 1.01 | Unregistered Sales of Equity Securities. |
The information included in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
| Item 1.01 | Financial Statements and Exhibits. |
Celsius Holdings, Inc. Exhibit
EX-10.1 2 s114809_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONVERTIBLE LOAN AGREEMENT THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made and entered into as of December 12,…
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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.
