Celsius Holdings, Inc.

Regulatory Filings • Dec 28, 2009

8-K 1 f8k122309i_celsius.htm CURRENT REPORT f8k122309_celsius.htm Licensed to: Electronic Filing Services Corp. Document Created using EDGARizerAgent 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

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 23, 2009

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 December 23, 2009, we entered into an agreement with CDS Ventures of South Florida, LLC (“CDS”), the holder of all of our issued and outstanding shares of Series B Preferred Stock (the “Series B Preferred Shares”), whereby CDS would convert all 4,011 outstanding Series B Preferred Shares and 332 shares of Series B Preferred Shares issuable as dividends on the outstanding Series B Preferred Shares into 4,343,000 shares of our common stock. The foregoing share numbers give effect to the 1 for 20 reverse stock-split we implemented at the close of business on December 23, 2009. As compensation for accelerating the conversion of the Series B Preferred Shares, we will pay CDS a fee of $100,000 on December 15, 2010.

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 9.01 Exhibits

(a) Exhibits.

10.1 Notice of Conversion

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 28, 2009 | By: /s/Jan
Norelid |
| | Jan
Norelid |
| | Chief
Financial Officer |