CELSIUS HOLDINGS, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure set forth in Item 3.02 of this report is hereby incorporated by reference in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

On August 20, 2020, the Company issued a press release announcing that it entered into an agreement pursuant to which Celsius will receive a direct private investment of $22 million from two institutional investors. The transaction is anticipated to close on or about August 25, 2020. The Company will use the net proceeds from the investment transaction for (i) the repayment of outstanding bonds incurred in connection with our October 2019 acquisition of Func Food Group Oyj; and (ii) for general working capital purposes, including marketing and sales efforts.

In connection with the aforementioned private placement transaction, the Company will issue and sell 1,437,909 shares of common stock at a price of $15.30 per share. In addition, various affiliates of Celsius, including six directors and CD Financial, LLC, an affiliate of Carl DeSantis, the Company's largest shareholder, will sell an aggregate of 1,307,189 shares of common stock held by them at a price of $15.30 per share to the two investors. The transactions will be effected pursuant to an exemption from registration afforded by Regulation S under the Securities Act of 1933.

A copy of the press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits




Exhibit No   Description

   99.1        Press Release dated August 20, 2020




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