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
Date of Report (Date of earliest event reported): January 18, 2023
CELSIUS HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | | 001-34611 | | 20-2745790 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| 2424 N. Federal Highway | |
| Suite 208, Boca Raton, Florida | | 33431 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: 561 276-2239
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.001 par value | | CELH | | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
When used in this Current Report on Form 8-K, unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us” and “our” refer to Celsius Holdings, Inc. and its subsidiaries.
Item 8.01 Other Events.
On January 18, 2023, a jury in the Circuit Court of the 17th Judicial Circuit in Broward County, Florida returned a verdict awarding compensatory damages in the amount of $82,640,450 in favor of Strong Arm Productions USA, Inc., Tramar Dillard p/k/a Flo Rida and D3M Licensing Group, LLC (“Plaintiffs”) relating to a lawsuit arising from a contract dispute between Plaintiffs and the Company. The contract dispute originated in May 2021, when Plaintiffs sued the Company seeking damages related to two endorsement contracts entered into between Plaintiffs and the Company in 2014 and 2016, respectively.
The Company plans to appeal the verdict in this litigation matter.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No | | Description |
| | | |
| Exhibit 104 | | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | CELSIUS HOLDINGS, INC. |
| | | | |
| Date: | January 19, 2023 | By: | /s/ John Fieldly |
| | | | John Fieldly, Chief Executive Officer |
