Celsius Holdings, Inc.

Regulatory Filings • Feb 11, 2010

8-K 1 f8k021010_celsius.htm CURRENT REPORT f8k021010_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

February 10, 2010

Date of Report (Date of earliest event reported)

CELSIUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

NEVADA	00134611	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 2.02 Results of Operations and Financial Condition

On February 10, 2010, Celsius Holdings, Inc (the “ Company ”) issued a press release announcing that it had commenced an underwritten public offering of units. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Company is attaching a copy of a press release, dated February 10, 2010, announcing its underwritten public offering of units. The press release is incorporated herein by reference.

Item 9.01 Exhibits

99.1 Press Release dated February 10, 2010.

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report (including the exhibit) is furnished pursuant to Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

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:
February 10, 2010 | By: /s/Geary W.
Cotton |
| | Geary
W. Cotton |
| | Chief
Financial Officer |