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4-Traders Homepage  >  Equities  >  OTC Bulletin Board  >  Celsius Holdings, Inc.    CELH

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CELSIUS HOLDINGS, INC. : Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

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02/01/2017 | 12:12pm CET

Item 3.02 Unregistered Sales of Equity Securities.

Between December 30, 2016 and January 27, 2017, the Company sold and issued an aggregate of 2,399,998 shares of common stock (the "Shares") at a purchase price of $3.00 per Share in a private placement to seven accredited investors (the "Investors") pursuant to Subscription Agreements with each of the Investors. The Investors include entities beneficially owned by three of our principal shareholders, Carl DeSantis (100,000 Shares), Li Ka Shing (800,000 Shares) and Chau Hoi Shuen Solina (533,333 Shares), and our directors, William H. Milmoe (100,000 Shares) and Tim Leissner (433,333 Shares). A copy of the form of Subscription Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Company issued and sold the Shares to the Investors in exempt transactions pursuant to Section 4(a)(2) the Securities Act of 1933 (the "Securities Act") and Rule 506 of Regulation D promulgated thereunder. Each of the Investors represented that it was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. No commissions or placement fees were paid in connection with the offer and sale of the Shares. The net proceeds from the sale of the Shares will be used for (a) expansion of Celsius' Asian distribution efforts; (b) additional domestic marketing and sales activities for the Company's products; and (c) working capital and other general corporate purposes.



Item 9.01.     Financial Statements and Exhibits.



(a) Exhibits



Exhibit No.   Description
10.1          Form of Subscription Agreement

© Edgar Online, source Glimpses

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Managers
NameTitle
Gerard V. David Chief Executive Officer
William H. Milmoe Co-Chairman
Tim Leissner Co-Chairman
John Fieldly Chief Financial Officer
Thomas E. Lynch Independent Director
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