Celsius Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
$CELH
Beverages (Production/Distribution)
Consumer Staples
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): February 7, 2025
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Item 7.01 Regulation FD Disclosure.
On December 2, 2024, Celsius Holdings, Inc., a Nevada corporation (“Celsius”), entered into a Stipulation and Agreement of Settlement to resolve three related and previously disclosed stockholder derivative actions.
On January 24, 2025, the Eighth Judicial District Court in Clark County, Nevada (the “Court”), issued an order granting preliminary approval of the settlement, which consists of various corporate governance reforms and payment of plaintiffs’ attorneys’ fees and expenses in the amount of $987,500. A hearing to determine whether the Court should issue an order finally approving the proposed settlement has been scheduled for March 27, 2025.
Furnished herewith as Exhibit 99.1 to this report is the Notice of Pendency and Proposed Settlement of Derivative Actions (the “Notice of Proposed Settlement”), describing, among other things, the background of the claims and the settlement and providing that any objections to the settlement must be made by stockholders of Celsius on or before February 25, 2025, in the manner described in the Notice of Proposed Settlement. The Notice of Proposed Settlement should be read in conjunction with the Stipulation and Agreement of Settlement dated December 2, 2024, which has been filed with the Court and is furnished herewith as Exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: February 7, 2025 | By: | /s/ Richard Mattessich | ||||||
| Richard Mattessich, Chief Legal Officer | ||||||||