Celsius Takes Next Step in Securities Filing with Legal Green Light

Rhea-AI Filing Summary

Celsius Holdings (NASDAQ: CELH) filed a Form 8-K on June 28, 2025, reporting the filing of legal exhibits related to an unspecified corporate action. The key exhibits include:

• Opinion from Greenberg Traurig, LLP (Exhibit 5.1)
• Consent from Greenberg Traurig, LLP (Exhibit 23.1)
• Cover Page Interactive Data File in XBRL format (Exhibit 104)

The filing was signed by Richard Mattessich, Chief Legal Officer. While this 8-K appears to be primarily administrative in nature, serving to supplement previous filings with legal documentation, investors should monitor for any subsequent disclosures that may provide additional context about the underlying corporate action requiring these legal opinions.

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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): June 20, 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)

N/A

(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 the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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. ☐

This Current Report on Form 8-K (the “Form 8-K”) is being filed by Celsius Holdings, Inc., a Nevada corporation, solely for the purpose of filing Exhibit 5.1 and Exhibit 23.1 (included in Exhibit 5.1) to the Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
5.1		Opinion of Greenberg Traurig, LLP
23.1		Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1)
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: June 20, 2025				By:		/s/ Richard Mattessich
						Richard Mattessich, Chief Legal Officer

FAQ

What type of SEC filing did CELH submit on June 20, 2025?

CELH filed a Form 8-K (Current Report) on June 20, 2025, which was primarily filed to submit Exhibit 5.1 (Opinion of Greenberg Traurig, LLP) and Exhibit 23.1 (Consent of Greenberg Traurig, LLP).

Who signed CELH's June 2025 8-K filing?

The 8-K filing was signed by Richard Mattessich, who serves as CELH's Chief Legal Officer.

What exhibits were included in CELH's June 2025 8-K filing?

The filing included three exhibits: Exhibit 5.1 (Opinion of Greenberg Traurig, LLP), Exhibit 23.1 (Consent of Greenberg Traurig, LLP contained in Exhibit 5.1), and Exhibit 104 (Cover Page Interactive Data File embedded within the Inline XBRL document).

Where is CELH's stock listed according to the June 2025 8-K?

According to the filing, CELH's Common Stock ($0.001 par value per share) is listed on the Nasdaq Capital Market under the trading symbol 'CELH'.

What is CELH's principal office location as disclosed in the June 2025 8-K?

Celsius Holdings, Inc.'s principal executive offices are located at 2381 NW Executive Center Drive, Boca Raton, Florida 33431.