NASDAQ true 0001341766 0001341766 2025-08-28 2025-08-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2025
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
| Nevada |
|
001-34611 |
|
20-2745790 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2381 NW Executive Center Drive, Boca Raton, Florida 33431
(Address of principal executive offices and zip code)
(561) 276-2239
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing 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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
| Title of each class |
|
Trading
Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, $0.001 par value per share |
|
CELH |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Celsius Holdings, Inc., a Nevada corporation (“Celsius”), with the Securities and Exchange Commission on August 29, 2025 (the “Original Form 8-K”). The Original Form 8-K reported, among other matters, the completion of Celsius’ acquisition of certain assets, and assumption of certain liabilities, comprising the Rockstar Energy brand in the U.S. and Canada (“Rockstar” and the acquisition thereof, the “Rockstar Acquisition”).
This Amendment amends the Original Form 8-K solely to include the consolidated financial statements of Rockstar and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively. No other amendments are being made to the Original Form 8-K.
Except as set forth in this Amendment, the disclosure contained in the Original Form 8-K remains unchanged, and this Amendment should be read together with the Original Form 8-K, which provides a more complete description of the Rockstar Acquisition.
The pro forma financial information included in this Amendment has been presented for informational purposes only, is based on various adjustments and assumptions and is not necessarily indicative of what Celsius’ consolidated statement of operations or consolidated balance sheet would have been had the Rockstar Acquisition been completed as of the dates indicated, nor is such information necessarily indicative of what Celsius’ consolidated statement of operations or balance sheet will be for any future periods.
| Item 9.01 |
Financial Statements and Exhibits. |
| (a) |
Financial statements of businesses or funds acquired. |
The audited abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of and for the years ended December 28, 2024 and December 30, 2023 are filed herewith as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference. The unaudited interim abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024 are filed herewith as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
| (b) |
Pro forma financial information. |
Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 and for the six months ended June 30, 2025 are filed herewith as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated herein by reference.
|
|
|
Exhibit
No |
|
Description |
|
|
| 23.1 |
|
Consent of Independent Certified Public Accountants |
|
|
| 99.1 |
|
Audited abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of and for the years ended December 28, 2024 and December 30, 2023 |
|
|
| 99.2 |
|
Unaudited interim abbreviated financial statements of Rockstar Energy Drink Assets in the United States and Canada as of June 14, 2025 and December 28, 2024 and for the 24 weeks ended June 14, 2025 and June 15, 2024 |
|
|
| 99.3 |
|
Unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2024 and for the six months ended June 30, 2025 |
|
|
| 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: November 12, 2025 |
|
|
|
By: |
|
/s/ Jarrod Langhans |
|
|
|
|
|
|
Jarrod Langhans, Chief Financial Officer |
