Form 8-K Celsius Holdings, Inc. For: Sep 25
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): September 25, 2018
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-55663 | 20-2745790 | |
| (Commission File Number) | (IRS Employer Identification No.) |
2424 N Federal Highway, Suite 208, Boca Raton, Florida 33431
(Address of principal executive offices and zip code)
| (561) 276-2239 |
| (Registrant’s telephone number including area code) |
| 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 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(b) 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 7.01 | Regulation FD Disclosure. |
| (a) | Investor Conferences |
On September 27, 2018, Celsius issued a press release announcing that John Fieldly, Chief Executive Officer, and Edwin Negron, Chief Financial Officer, will be presenting at two upcoming conferences in October:
| ● | Ladenburg Thalmann 2018 Healthcare Conference on Tuesday, October 2nd at 3:30-3:55 PM in Track 2 - St. Germain I at the Sofitel, New York, NY. The Company's group presentation will be available at http://www.wsw.com/webcast/ladenburg4/celh. |
| ● | B. Riley Annual Consumer & Media Conference on Thursday, October 4th at 10:30-10:55 AM in Trocadero (Second Floor) at the Sofitel, New York, NY. The Company's group presentation will be available at http://www.wsw.com/webcast/brileyfbr2/celh/. |
A copy of the Company’s press release dated September 27, 2018 is included as Exhibit 99.1 to this report.
| (b) | Investor Presentation |
On September 27, 2018, Celsius posted an investor presentation to its website and it is available at: https://www.celsiusholdingsinc.com/wpcontent/uploads/2018/09/CELH_Oct_2018_Invst_Pres_Emb_Video_9.24.18-1.pdf
The Company intends to use the presentation at the aforementioned conferences and certain other investor conferences. The furnishing of the information in this report is not intended to, and does not, constitute a determination by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company. The information in the materials is presented as of September 27, 2018, and the Company does not assume any obligation to update such information in the future.
A copy of the investor presentation is included as Exhibit 99.2 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
On September 25, 2018, the Company issued a press release announcing that the CELSIUS® Originals line of beverages has been added to vending machines and micro-markets of various leading refreshment solution providers and is available for distribution throughout the United States in the vending channel through Vistar.
A copy of the Company’s press release dated September 25, 2018 is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No | Description | |
| 99.2 | Celsius Holdings, Inc. Investor Presentation dated September 27, 2018 | |
| 99.3 | Press Release dated September 25, 2018 |
SIGNATURE
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 hereunto duly authorized.
| CELSIUS HOLDINGS, INC. | ||
| Date: October 1, 2018 | By: | /s/ John Fieldly |
| John Fieldly, Chief Executive Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Celsius Holdings, Inc. to Present at Two Upcoming Conferences in October
Ladenburg Thalmann 2018 Healthcare Conference-October 2nd
B. Riley Annual Consumer & Media Conference-October 4th
BOCA RATON, FL, September 27, 2018 /PRNewswire/ -- Celsius Holdings, Inc., (Nasdaq: CELH), maker of the clinically proven, globally marketed performance CELSIUS® drinks, today announced that John Fieldly, CEO, and Edwin Negron, CFO, will be presenting at two upcoming conferences in October:
| ● | Ladenburg Thalmann 2018 Healthcare Conference on Tuesday, October 2nd at 3:30-3:55 PM in Track 2 - St. Germain I at the Sofitel, New York, NY. The Company’s group presentation will be available at http://www.wsw.com/webcast/ladenburg4/celh. |
| ● | B. Riley Annual Consumer & Media Conference on Thursday, October 4th at 10:30-10:55 AM in Trocadero (Second Floor) at the Sofitel, New York, NY. The Company’s group presentation will be available at http://www.wsw.com/webcast/brileyfbr2/celh/. |
For more information regarding these conferences, please contact Cameron Donahue at [email protected].
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (Nasdaq: CELH), founded in April 2004, is a global company with a proprietary, clinically proven formula for its brand CELSIUS®. Celsius Holdings, Inc. has a corporate mission to become the global leader of a branded portfolio consisting of proprietary, clinically proven innovations which offer significant health benefits. CELSIUS®’ Original Line comes in eight delicious sparkling and non-carbonated flavors in sleek 12oz cans and is also available in single-serve powdered packets. CELSIUS®’ Natural Line is available in six refreshing flavors and the line is naturally caffeinated and naturally sweetened.
New to the portfolio, trainer-grade CELSIUS HEAT™ offers an additional 100mg of caffeine over CELSIUS®, to total 300mg per can, and also contains 2,000mg of L-citrulline, a vasodilator. CELSIUS HEAT™ is sold in 16oz cans and is available in seven carbonated flavors. CELSIUS HEAT™ is a thermogenic pre-workout drink and targets professional trainers, competitive athletes, the military and first responders. CELSIUS HEAT™ was developed for those seeking a trainer-grade version of CELSIUS® versus the Original Line, which is sold in a smaller can package and appeals to the masses as an active lifestyle brand.
CELSIUS® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS® is also soy and gluten free and contains very little sodium. CELSIUS® is sold nationally at fitness clubs, 7-Eleven, Sprouts, The Fresh Market and key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s, Food Lion, CVS and many others.
CELSIUS®’ functional claims are backed by six published university studies. The first study was conducted in 2005 and additional studies from the University of Oklahoma were conducted over the next five years. The studies were published in peer-reviewed journals and validate the unique benefits that CELSIUS® provides. For more information, please visit www.celsiusholdingsinc.com.
Investor
Relations:
Cameron Donahue
(651) 653-1854
[email protected]
Exhibit 99.2
Exhibit 99.3
FOR IMMEDIATE RELEASE
CELSIUS OBTAINS PLACEMENTS IN HEALTHY VENDING
Appeals to Consumers’ Shifting Mindset and Desire for Healthier Alternatives
On Campus, Where They Work and Travel
BOCA RATON, FL, September 25, 2018 – Celsius Holdings, Inc. (Nasdaq: CELH), maker of the clinically proven, globally marketed, functional, healthy energy CELSIUS® drinks, today announces that CELSIUS® Originals have been added to vending machines and micro-markets of refreshment solution providers including Accent Foods, Canteen, First Class Vending, Five Star Food Service and Southern Refreshment. CELSIUS® is available for distribution throughout the United States in the vending channel through Vistar.
“We are leading the new wave of healthy energy in vending with a trend-forward, functional, healthier energy alternative with added, proven benefits targeting health minded consumers,” says John Fieldly, Celsius Holdings, Inc., CEO. “We see a lot of opportunity in the vending channel targeting at work locations, universities and travel centers. This vending channel is led by David Smaltz, Sr. Director Sales-Vending, who has significant experience in the vending channel and leads a dedicated team who has expanded Celsius to over 5,000 micro-markets. With our expanding national retail presence, we see the vending channel as a key channel to further penetrate to gain sales and awareness as we continue to target consumers where they live, work and play.”
A key benefit of being carried in vending machines is that it allows an additional opportunity for customers to trial a single-serve, cold can of the fast-growing CELSIUS® brand; a proven-to-function, healthier alternative in the energy drink category.
David Smaltz, Sr. Director Sales-Vending for Celsius Holdings, Inc. recognizes this and concurs, “The shifting focus on health and wellness has affected all categories in vending, but especially beverages in particular where CELSIUS® is uniquely positioned as it provides a healthier, proven-to-function alternative in the energy drink category. It’s perfect for vending customers who need a vitamin-infused, caffeinated energy option at work, on the go or on campuses.”
“Adding CELSIUS to our vending machines makes sense for Accent Foods because the demand for healthier energy drinks that offer vitamins and carbonation without all the sugar and calories found in traditional energy drinks is of mass appeal to our patrons, and we need to deliver on these asked for and looked-for wantables,” cites Josh Rosenberg, CEO of Accent Foods.
While all flavors are available for vending integration, the CELSIUS® flavors currently being offered in vending and micro-markets to date include: Sparkling Watermelon, Non-Carbonated Peach Mango Green Tea, Raspberry Acai Green Tea and Sparkling Wildberry.
# # #
About Celsius Holdings, Inc.
Celsius Holdings, Inc. (Nasdaq: CELH), founded in April 2004, is a global company that has a branded portfolio consisting of two beverage lines; each offering proprietary, functional, healthy-energy formulas that are clinically-proven to offer significant health benefits to its users.* The CELSIUS® Original Line comes in eight delicious sparkling and non-carbonated flavors in sleek 12oz cans and is also available in single-serve powder packets in four on-the-go, enjoyable flavors. The CELSIUS® Natural Line is an extension of the original line offering naturally-caffeinated and naturally-sweetened and is available in six refreshing sparkling and non-sparkling flavors.
New to the portfolio is CELSIUS HEAT™, which offers an additional 100mg of caffeine than the Original and Natural extension, for a total of 300mg per can. It also contains 2,000mg of L-citrulline, a vasodilator. CELSIUS HEAT™ is sold in 16oz cans, is available in seven carbonated flavors and was developed for those seeking a bolder version of the Original and Natural line extension - which are sold in 12oz cans and appeal to the masses as an active lifestyle brand. As with all CELSIUS® products, CELSIUS HEAT™ is a thermogenic and is an ideal 16oz energy drink given it is proven-to-function and is healthier than competitive 16oz traditional energy drinks with high sugar content. CELSIUS HEAT™ targets millennial fitness enthusiasts, avid gym goers, professional trainers, competitive athletes, the military and first responders.
CELSIUS® has zero sugar, no preservatives, no aspartame, no high fructose corn syrup, and is non-GMO, with no artificial flavors or colors. The CELSIUS® line of products is Certified Kosher and Vegan. CELSIUS® is also soy and gluten-free and contains very little sodium. CELSIUS® is sold nationally through dominant fitness channel distributors and retailers, The Vitamin Shoppe, GNC, Amazon.com, Walmart.com, Target, 7- Eleven, Sprouts, The Fresh Market and other key regional retailers such as HEB, Publix, Winn-Dixie, Harris Teeter, Shaw’s, Food Lion, CVS and many more.
*CELSIUS®’ functional claims are backed by six published university studies. The first study was conducted in 2005 and additional studies from the University of Oklahoma were conducted over the next five years. The studies were published in peer-reviewed journals and validate the unique benefits that CELSIUS® provides.
For more information, please visit the brand websites: www.celsius.com, www.celsiusheat.com, and investor site www.celsiusholdingsinc.com.
Forward-Looking Statements
This press release may contain statements that are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements contain projections of Celsius Holdings, Inc.’s future results of operations and/or financial position, or state other forward-looking information. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would,” or similar words. You should not rely on forward-looking statements since Celsius Holdings’ actual results may differ materially from those indicated by forward-looking statements as a result of a number of important factors. These factors include, but are not limited to: general economic and business conditions; our business strategy for expanding our presence in our industry; anticipated trends in our financial condition and results of operation; the impact of competition and technology change; existing and future regulations affecting our business; and other risks and uncertainties discussed in the reports Celsius Holdings has filed previously with the Securities and Exchange Commission. Celsius Holdings does not intend to and undertakes no duty to update the information contained in this press release.
Investor Relations:
Cameron Donahue
(651) 653-1854
Media Inquiries:
Kathleen Berzon