Celsius Holdings 8-K: Agreements, Acquisitions, and Equity Events
Ticker: CELH · Form: 8-K · Filed: Aug 29, 2025 · CIK: 1341766
| Field | Detail |
|---|---|
| Company | Celsius Holdings, INC. (CELH) |
| Form Type | 8-K |
| Filed Date | Aug 29, 2025 |
| Risk Level | medium |
| Pages | 14 |
| Reading Time | 16 min |
| Key Dollar Amounts | $0.001, $585.0 million, $12 billion, $120,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, acquisition, equity-sale, corporate-action
Related Tickers: CELH
TL;DR
Celsius Holdings filed an 8-K detailing major corporate moves: new deals, asset changes, and equity events.
AI Summary
Celsius Holdings, Inc. filed an 8-K on August 29, 2025, reporting several material events. These include the entry into and termination of material definitive agreements, completion of asset acquisitions or dispositions, unregistered sales of equity securities, and material modifications to security holder rights. The filing also covers changes in directors or officers, compensatory arrangements, amendments to articles of incorporation or bylaws, and other events.
Why It Matters
This 8-K filing indicates significant corporate actions by Celsius Holdings, Inc., which could impact its business operations, financial structure, and shareholder value.
Risk Assessment
Risk Level: medium — The filing covers a broad range of material events including agreements, acquisitions, and equity sales, which inherently carry business and financial risks.
Key Players & Entities
- Celsius Holdings, Inc. (company) — Filer of the 8-K
- VECTOR VENTURES CORP. (company) — Former company name of Celsius Holdings, Inc.
FAQ
What specific material definitive agreements were entered into and subsequently terminated by Celsius Holdings, Inc.?
The filing indicates the entry into and termination of material definitive agreements, but does not specify the details of these agreements in the provided text.
What assets were acquired or disposed of by Celsius Holdings, Inc.?
The filing states the completion of acquisition or disposition of assets, but does not provide specific details on the assets involved.
Were there any unregistered sales of equity securities by Celsius Holdings, Inc.?
Yes, the filing lists 'Unregistered Sales of Equity Securities' as an item of information, indicating such sales occurred.
What material modifications were made to the rights of Celsius Holdings, Inc. security holders?
The filing notes 'Material Modifications to Rights of Security Holders' as an event, suggesting changes affecting shareholder rights, but the specifics are not detailed in the provided text.
Did Celsius Holdings, Inc. experience any changes in its board of directors or executive officers?
The filing includes 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers' as an item, indicating potential changes in leadership or compensation.
Filing Stats: 4,064 words · 16 min read · ~14 pages · Grade level 12.4 · Accepted 2025-08-29 17:11:17
Key Financial Figures
- $0.001 — ange on which registered Common Stock, $0.001 par value per share CELH Nasdaq Cap
- $585.0 million — "), for an aggregate purchase price of $585.0 million in cash. Subject to the satisfaction of
- $12 billion — t role, Mr. Del Pozzo oversaw PepsiCo's $12 billion hydration portfolio of brands that serv
- $120,000 — the amount involved exceeds or exceeded $120,000. Item5.03. Amendments to Articles of
Filing Documents
- d877718d8k.htm (8-K) — 63KB
- d877718dex31.htm (EX-3.1) — 99KB
- d877718dex32.htm (EX-3.2) — 11KB
- d877718dex101.htm (EX-10.1) — 170KB
- d877718dex102.htm (EX-10.2) — 119KB
- d877718dex103.htm (EX-10.3) — 410KB
- d877718dex104.htm (EX-10.4) — 222KB
- 0001193125-25-192888.txt ( ) — 1471KB
- celh-20250828.xsd (EX-101.SCH) — 3KB
- celh-20250828_lab.xml (EX-101.LAB) — 18KB
- celh-20250828_pre.xml (EX-101.PRE) — 11KB
- d877718d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (a)
Financial Statements of Business Acquired
Financial Statements of Business Acquired. The financial statements required by Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial statements required by Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No Description 3.1 Certificate of Designation of Series B Convertible Preferred Stock of Celsius Holdings, Inc. 3.2 Certificate of Amendment to Designation of the Series A Convertible Preferred Stock of Celsius Holdings, Inc. 10.1* Securities Purchase Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo, Inc. 10.2 Amended and Restated Registration Rights Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo, Inc. 10.3*+ Transaction Agreement, dated as of August 28, 2025, by and between Celsius Holdings, Inc. and PepsiCo, Inc. 10.4*+ Amended and Restated Distribution Agreement, dated as of August 28, 2025, by and among Celsius, Inc., Alani Nutrition LLC, Celsius Brands LLC, PepsiCo, Inc. and, solely with respect to Section 9, Celsius Holdings, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission or its staff upon request. + Certain provisions and terms of this Exhibit have been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the Company customarily and actually treats that information as private o