UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 8, 2008
Date of Report (Date of earliest event reported)
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 333-129847 | 20-2745790 |
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification |
| incorporation) | Number) | No.) |
| | |
| 140 NE 4th Avenue, Suite C, Delray Beach, FL | 33483 |
| (Address of principal executive offices) | (Zip Code) |
(561) 276-2239
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 | Entry into a Material Definitive Agreement |
On August 8, 2008, the Company entered into a securities purchase agreement (“SPA”) with CDS Ventures, LLC of Florida, LLC (“CDS”). Pursuant to the SPA, the Company issued 2,000 Series A preferred shares (“Preferred Shares”), as well as a warrant to purchase additional 1,000 Preferred Shares, for a cash payment of $1.5 million and the cancellation of two notes in the aggregate amount of $500,000 issued to CD Financial, LLC, an affiliate of CDS. The Preferred Shares can be converted into Company Common Stock at any time. For the first 200 days after the closing date, the conversion price is $0.08, after which the conversion price is the greater of $0.08 or 90% of the volume weighted average price of the Common Stock for the prior 10 trading days. Pursuant to the SPA, the Company entered into a registration rights agreement under which the company agreed to file a registration statement for the common stock issuable upon conversion of Preferred Shares. The Preferred Shares accrue a ten percent annual dividend, payable in additional Preferred Shares.
Under the SPA, CDS has the right to nominate two members to the Company’s board of directors, of which one was appointed on August 7, 2008.
The foregoing descriptions are qualified in their entirety by reference to the full text of the securities purchase agreement and exhibits thereto, a copy of each of which is attached hereto, and each of which is incorporated herein in its entirety by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
| Item 5.02 | Election of Directors |
On August 7, 2008, the Company’s board of directors elected Mr. William Milmoe to become member of the board of directors. Mr. Milmoe is President of CDS, and the information contained above in Item 1.01 is hereby incorporated by reference into this Item 5.02.
(a) Exhibits.
10.1 Securities purchase agreement between Celsius Holdings, Inc and CDS Ventures of South Florida, LLC, dated August 8, 2008
10.2 Registration rights agreement between Celsius Holdings, Inc and CDS Ventures of South Florida, LLC, dated August 8, 2008
10.3 Certificate of Designation of Series A Convertible Preferred Stock, dated August 8, 2008
SIGNATURES
Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CELSIUS HOLDINGS, INC. |
| | |
| DATE: August 11, 2008 | By:/s/Jan Norelid |
| | Jan Norelid |
| | Chief Financial Officer |
