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
December 12, 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 |
| | (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 December 12, 2008, the Company entered into a securities purchase agreement (“SPA2”) with CDS Ventures, LLC of Florida, LLC (“CDS”). Pursuant to the SPA2 the Company issued 2,000 Series B preferred shares (“Preferred Shares”), as well as a warrant to purchase additional 2,000 Preferred Shares, for a cash payment of $2.0 million. The Preferred Shares can be converted into Company Common Stock at any time. Until December 31, 2010, the conversion price is $0.05, after which the conversion price is the greater of $0.05 or 90% of the volume weighted average price of the Common Stock for the prior 10 trading days. Pursuant to the SPA2, 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.
On August 8, 2008, the Company entered into a securities purchase agreement (“SPA1”) with CDS Ventures, LLC of Florida, LLC (“CDS”). Pursuant to the SPA1, the Company issued 2,000 Series A preferred shares (“Preferred Shares”), as well as a warrant to purchase additional 1,000 Preferred Shares. The Preferred Shares can be converted into Company Common Stock at any time. Originally the conversion price was $0.08 for the first 200 days after August 8, 2008. This has been amended and the conversion price of $0.08 is effective until December 31, 2010, 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.
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.
(a) Exhibits.
| 10.1 | Securities purchase agreement between Celsius Holdings, Inc and CDS Ventures of South Florida, LLC, dated December 12, 2008 |
| 10.2 | Registration rights agreement between Celsius Holdings, Inc and CDS Ventures of South Florida, LLC, dated December 12, 2008 |
| 10.3 | Certificate of Designation of Series B Convertible Preferred Stock, dated December 12, 2008 |
| 10.4 | Certificate of Amendment to Certificate of Designation of Series A Convertible Preferred Stock, dated December 12, 2008 |
| 99.1 | Press release dated December 16, 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: December 16, 2008 | By:/s/Jan Norelid |
| | Jan Norelid |
| | Chief Financial Officer |
EXHIBIT Index
| 10.1 | Securities purchase agreement between Celsius Holdings, Inc and CDS Ventures of South Florida, LLC, dated December 12, 2008 |
| 10.2 | Registration rights agreement between Celsius Holdings, Inc and CDS Ventures of South Florida, LLC, dated December 12, 2008 |
| 10.3 | Certificate of Designation of Series B Convertible Preferred Stock, dated December 12, 2008 |
| 10.4 | Certificate of Amendment to Certificate of Designation of Series A Convertible Preferred Stock, dated December 12, 2008 |
| 99.1 | Press release dated December 16, 2008 |
