Celsius Holdings, Inc.

Regulatory Filings • Jan 22, 2010

8-A12B 1 f8a012110_celsius.htm REGISTRATION OF CERTAIN CLASSES OF SECURITIES f8a012110_celsius.htm Licensed to: tp electronic filing services Document Created using EDGARizerAgent 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

EFPlaceholder UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

CELSIUS HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	20-2745190
(State
of Incorporation or Organization)	(I.R.S.
Employer Identification No.)

| 140
NE 4 th Avenue, Suite C Delray
Beach, FL | 33483 |
| --- | --- |
| (Address
of Principal Executive Offices) | (Zip
Code) |

Securities to be registered pursuant to Section 12(b) of the Act:

| Title of Each Class to be so Registered | Name of Each Exchange on Which
Each Class is to be Registered |
| --- | --- |
| Common
Stock, $0.001 par value | The
NASDAQ Stock Market, LLC |
| Warrants
to purchase common stock | The
NASDAQ Stock Market, LLC |

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨

Securities Act registration statement file number to which this form relates: 333-163207

Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable

ITEM 1. Description of Registrant’s Securities to be Registered.

The description of the common stock and warrants of Celsius Holdings, Inc. (the “ Registrant ”) set forth under the caption “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-163207) as originally filed with the Securities and Exchange Commission on November 19, 2009, as subsequently amended (the “ Registration Statement ”), and in the prospectus included in the Registration Statement, is hereby incorporated by reference in response to this item.

ITEM 2. Exhibits.

The following exhibits are filed herewith or are incorporated by reference as indicated below.

| Exhibit
No. | Description | Location |
| --- | --- | --- |
| 3.1 | Articles
of Incorporation | Incorporated
by reference to Exhibit 3.1 to the Registrant’s Registration Statement on
Form SB-2 as filed with the SEC on November 21, 2005 |
| 3.2 | Bylaws | Incorporated
by reference to Exhibit B to the Registrant’s Information on Form DEF-14C
as filed with the SEC on December 5, 2006 |
| 3.3 | Articles
of Amendment | Incorporated
by reference to Exhibit A to the Registrant’s Information on Form DEF-14C
as filed with the SEC on December 5, 2006 |
| 3.4 | Certificate
of Change | Incorporated
by reference to Exhibit 3.4 to Amendment No. 1 to the Registrant’s
Registration Statement on Form S-1 as filed with the SEC on January 22,
2010 |
| 4.6 | Specimen
common stock certificate | Incorporated
by reference to Exhibit 4.6 to Amendment No. 1 to the Registrant’s
Registration Statement on Form S-1 as filed with the SEC on January 22,
2010 |
| 4.7 | Warrant
Agreement (with attached form of warrant) | Incorporated
by reference to Exhibit 4.7 to Amendment No. 1 to the Registrant’s
Registration Statement on Form S-1 as filed with the SEC on January 22,
2010 |

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

| Date: January
22, 2010 | |
| --- | --- |
| By: | /s/ Geary W.
Cotton |
| | Geary
W. Cotton, Chief Financial Officer |