Securities Registration (section 12(b)) (8-a12b)
May 23 2017 - 8:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
For
Registration of Certain Classes of Securities
Pursuant
to Section 12(b) or (g) of the
Securities
Exchange Act of 1934
Celsius
Holdings, Inc..
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(Exact
name of registrant as specified in its charter)
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Nevada
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20-2745790
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(State of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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2424
N Federal Highway, Ste 206. Boca Raton, FL
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33431
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(Address of principal
executive offices)
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(Zip Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange
on which
each class is to be registered
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Common
Stock, $0.001 par value
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The
Nasdaq Capital Market
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box.
☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box
.
☐
Securities
Act registration statement file number to which this form relates:
Securities
to be registered pursuant to Section 12(g) of the Act:
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1
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Description of Common
Stock.
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Celsius
Holdings, Inc. (the “
Registrant
”) hereby incorporates by reference the description of its common stock, par
value $0.001 per share, to be registered hereunder contained in “
Item 11. Description of Registrant’s Securities
to be Registered
” in the Registrant’s Registration Statement on Form 10 (File No. 000-55663), as originally filed
with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on July 22, 2016 and as subsequently amended.
Item
2.
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Exhibits.
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3.1
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Articles of Incorporation,
as amended*
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3.2
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Bylaws, as amended *
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*
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Filed
as an exhibit of the same number to the Registrant’s Registration Statement on Form 10 (File No. 000-55663), as originally
filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 on July 22, 2016 and as subsequently
amended and incorporated herein by reference.
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
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CELSIUS HOLDINGS, INC.
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Dated: May 23,
2017
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By:
/s/ John
Fieldly
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John
Fieldly,
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Interim
Chief Executive Officer and President;
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Chief
Financial Officer
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