[144] Celsius Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

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Insights

Biotech Equity Analyst

TL;DR: Cash runway extended ~12 mths and warrant overhang removed; core burn accelerating, pipeline still pre-revenue—overall neutral to mildly positive.

The warrant exercise is a twofold benefit: $54 m of nondilutive (pre-priced) cash and elimination of a volatile liability, simplifying the cap-table and P&L. Liquid assets of $74 m cover roughly 18–24 months at the current $20 m semi-annual burn, giving management strategic flexibility while Phase 2 work proceeds. However, quarterly R&D spend almost doubled, signalling forthcoming cash needs beyond 2026 unless partnered. Absence of revenue or late-stage assets keeps fundamental risk high. Near-term catalysts will be clinical read-outs; until then, valuation will hinge on cash balance and macro biotech sentiment.

Corporate Finance Specialist

TL;DR: Balance-sheet repair via warrant conversion is constructive; dilution acceptable; cost trend warrants caution.

CRVS executed its capital plan efficiently: warrant holders converted before expiry, injecting capital at $3.50 while shares trade lower, limiting further discounting. Share count rose 10%, reasonable for the cash received. The untouched $100 m ATM provides an additional buffer. From a going-concern perspective the 12-month liquidity statement is reassuring, yet burn acceleration and lack of debt capacity mean equity remains the likely funding path, posing ongoing dilution risk. Overall impact viewed as not highly material until clinical data shifts risk-reward.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	UBS Financial Services, Inc. 11 Madison Ave 4th Floor New York NY 10010	143167	7327287.06	257741256	08/07/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	01/01/2024	RSU Grant	Issuer			22123	01/01/2024	NA
Common	08/19/2022	RSU Grant	Issuer			5475	08/19/2022	NA
Common	08/19/2023	RSU Grant	Issuer			9033	08/19/2023	NA
Common	09/12/2024	Option Exercise	Issuer			106536	09/12/2024	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
John Fieldly 2424 N. FEDERAL HWY SUITE 208 BOCA RATON FL 33431	Common	06/10/2025	132171	5691692.99
John Fieldly 2424 N. FEDERAL HWY SUITE 208 BOCA RATON FL 33431	Common	06/24/2025	130803	5886136.95

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)