CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02Unregistered Sales of Equity Securities.

On March 14, 2017, we issued a press release announcing that
Celsius had completed a strategic investment of $15,000,000,
through a private placement of an aggregate of 5,000,000 shares
of its common stock (the Shares) at a purchase
price of $3.00 per Share. The sale of 2,399,998 of the Shares
sold in the private placement had been previously reported in a
Current Report on Form 8-K filed on February 1, 2017 (the
Prior Form 8-K). Investors in the private
placement included:

CD Financial, LLC (533,333 Shares), an existing shareholder of
record affiliated with Carl DeSantis, one of our principal
shareholders and William H. Milmoe, a director;

Charmnew Limited (800,000 Shares), an existing shareholder of
record affiliated with Li Ka Shing, one of our principal
shareholders;

Grieg International Limited (533,333 Shares), an existing
shareholder of record affiliated with Chau Hoi Shuen Solina, one
of our principal shareholders; and

Nu Horizons Investment Group, LLC (433,333 Shares), an existing
shareholder of record affiliated with Tim Leissner, a director
and one of our principal shareholders; and Russell Simmons, one
of our principal shareholders.

The net proceeds from the sale of the Shares will be used for:

The Company issued and sold the Shares to the investors in exempt
transactions to Section4(a)(2) the Securities Act of 1933 (the
Securities Act) and Rule506 of RegulationD
promulgated thereunder. Each of the investors represented that it
was acquiring the Shares being purchased for investment only and
not with a view towards, or for resale in connection with, the
public sale or distribution thereof. Accordingly, the Shares have
not been registered under the Securities Act and applicable state
securities laws and may not be offered or sold in the United
States absent registration or an exemption from registration
under the Securities Act and applicable state securities laws. No
commissions or placement fees were paid in connection with the
offer and sale of the Shares.

A copy of the form of Subscription Agreement was filed as
Exhibit 10.1 to the Prior Form 8-K and is
incorporated herein by reference. A copy of the Companys March
14, 2017 press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

*Filed as an Exhibit of the same number to the Companys Current
Report on Form 8-K filed on February 1, 2017 and incorporated
herein by reference.

**Filed herewith.

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 00.00 at 4.05 with 58,912 shares trading hands.