Celsius Holdings Inc

This Annual Report on Form 10-K (this "Report") contains forward-looking statements that are based on the current expectations of our Company and management about future events within the meaning of the United States Private Securities Litigation Reform Act of 1995 ("PSLRA"), Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are made in reliance of the safe harbor protections provided thereunder. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this Report that are not clearly historical in nature, including statements regarding our ability to successfully integrate Alani Nutrition LLC ("Alani Nu"); the strategic investment by and long term partnership with PepsiCo, Inc. ("Pepsi"); anticipated financial performance; management’s plans and objectives for international expansion and future operations globally; the successful development, commercialization, and timing of new products; business prospects; outcomes of regulatory proceedings; market conditions; the current and future market size for existing or new products; any stated or implied outcomes with regards to the foregoing; and other matters are forward-looking. Forward-looking statements are contained principally in the sections of this report entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Without limiting the generality of the preceding sentences, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and, in each case, their negative or other various or comparable terminology, and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, without limitation:

•Our ability to close our acquisition with Alani Nu in a timely manner, if at all;

•Our ability to successfully integrate Alani Nu or other businesses that we may acquire;

•Our ability to achieve the benefits that we expect to realize as a result of the acquisition of Alani Nu;

•The potential negative impact that we could realize as a result of the acquisition of Alani Nu;

•Liabilities of Alani Nu that are not known to us;

•Our ability to maintain a strong relationship with Pepsi or any of our other distributors;

•The impact of the consolidation of retailers, wholesalers and distributors in the industry;

•Our reliance on key distributor partnerships;

•Our ability to maintain strong relationships with co-packers to manufacture our products;

•Our ability to maintain strong relationships with our customers;

•Our failure to accurately estimate demand for our products;

•The impact of increases in cost or shortages of raw materials or increases in costs of co-packing;

•Our ability to successfully achieve the benefits of our recent acquisition of Big Beverages Contract Manufacturing L.L.C. ("Big Beverages"), a copacker;

•Our ability to successfully estimate and/or generate demand through the use of third-parties, including celebrities, social media influencers, and others, may expose us to risk of negative publicity, litigation, and/or regulatory enforcement action;

•The impact of additional labeling or warning requirements or limitations on the marketing or sale of our products;

•Our ability to successfully expand outside of the United States (“U.S.”) and the impact of U.S. and international laws, including export and import controls and other risk exposure;

•Our ability to successfully complete or manage strategic transactions, successfully integrate and manage our acquired businesses, brands or bottling operations, or successfully realize a significant portion of the anticipated benefits of our joint ventures or strategic relationships;

•Our ability to protect our brand, trademarks, proprietary rights, and our other intellectual property;

•The impact of internal and external cyber-security threats and breaches;

•Our ability to comply with data privacy and personal data protection laws;

•Our ability to effectively manage future growth;

•The impact of global or regional catastrophic events on our operations and ability to grow;

•The impact of any actions by the U.S. Food and Drug Administration (the "FDA") regarding the manufacture, composition/ingredients, packaging, marketing/labeling, storage, transportation, and/or distribution of our products;

•The impact of any actions by the Federal Trade Commission (the "FTC") on our advertising;

•Our ability to effectively compete in the functional beverage product industry and the strength of such industry;

•The impact of changes in consumer product and shopping preferences;

•The impact of changes in government regulation and our ability to comply with existing regulation concerning energy drinks;

•Other statements regarding our future operations, financial condition, prospects and business strategies; and

•Those factors contained in this Report under the heading, "Risk Factors".

Forward-looking statements and information involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed or referenced in Part I, Item 1A Risk Factors. These forward-looking statements are based on currently available information, operating plans and projections about future events and trends, which may change as additional information becomes available or circumstances evolve. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this Report that looks toward future performance is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-looking statements included in this Report. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Risk Factors Summary

The following is a summary of the principal risks that could materially adversely affect our business, reputation, financial condition and/or operating results. You should read this summary together with the more detailed description of each risk contained below.

Risk Factors Related to Our Business

•We rely on distributors to distribute our products in the DSD sales channel and in international markets. If we are unable to maintain good relationships with our existing distributors, our business will suffer.

•We have extensive commercial arrangements with Pepsi and, as a result, significant disagreements with Pepsi or a termination of these arrangements could materially adversely impact our financial position and results of operations.

•If we fail to manage future growth effectively, our business could be materially adversely affected.

•Our demand generation strategies through social media and the use of third parties, including celebrities, social media influencers, and others, may expose us to risk of negative publicity, litigation, and/or regulatory enforcement action, which could impact our future profitability.

•Consolidation of retailers, wholesalers and distributors in the industry may result in downward pressure on sales prices, and the changing landscape of the retail market, including the growth of e-commerce, could adversely affect our results of operations.

•We predominantly rely on co-packers to manufacture our products. If we are unable to maintain good relationships with our co-packers or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer.

•We may not be able to successfully integrate Alani Nu or other businesses that we may acquire.

•We may not be able to achieve the benefits that we expect to realize as a result of the acquisition of Alani Nu. Failure to achieve such benefits could have an adverse effect on our financial condition and results of operations.

•Alani Nu may have liabilities that are not known to us.

•Growth through acquisition involves a number of risks and an inability or failure to address the challenges associated with strategic transactions and related integration risks could adversely affect our business and results of operations.

•Our customers are material to our success. If we are unable to maintain good relationships with our existing customers, our business could suffer.

•Increases in cost or shortages of raw materials or increases in costs of co-packing could harm our business.

•We must continually maintain, protect or upgrade our information technology systems, including protecting us from internal and external cyber-security threats.

•Our failure to accurately estimate demand for our products could adversely affect our business and financial results.

•Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of our products.

•Our continued expansion outside of the U.S. exposes us to uncertain conditions and other risks in international markets.

•Numerous U.S. and international laws, including export and import controls, affect our ability to compete in international markets.

•We depend upon our trademarks and proprietary rights, and any failure to protect our intellectual property rights or any claims that we are infringing upon the rights of others may adversely affect our competitive position.

•If we fail to comply with data privacy and personal data protection laws, we could be subject to adverse publicity, government enforcement actions, or private litigation, which may negatively impact our business and operating results.

•We may incur material losses as a result of product recalls, regulatory enforcement actions and liabilities related to our products.

•The FDA could take issue with the manufacturer, composition/ingredients, packaging, marketing/labeling, storage, transportation, and/or distribution of our products.

•The FTC regulates advertising and may review the truthfulness of and substantiation for any claim we make related to our products.

•We rely on our management team and other key personnel.

•If we fail to attract or maintain a highly skilled and diverse workforce, our business could be negatively affected.

•Global or regional catastrophic events could impact our operations and affect our ability to grow our business.

•Climate change and natural disasters may affect our business.

•The ongoing Russia-Ukraine conflict and Israel's regional conflicts may adversely impact our business operations and financial performance.

Risk Factors Related to Our Industry

•We are subject to significant competition by other companies in the functional beverage product industry.

•Our inability to innovate successfully and to provide new cutting-edge products could adversely affect our business and financial results.

•Changes in consumer product and shopping preferences may reduce demand for some of our products.

•We derive virtually all of our revenues from functional beverage products, and competitive pressure in the functional beverage product category could materially adversely affect our business and operating results.

•If we are unable to successfully manage new product launches, our business and financial results could be adversely affected.

•Changes in government regulation, or failure to comply with existing regulation concerning energy drinks, could adversely affect our business and financial performance.

•Product safety and quality concerns, or other negative publicity (whether or not warranted) could damage our brand image and corporate reputation and may cause our business to suffer.

•Our sales are affected by seasonality.

•Failure by suppliers or co-packers to comply with applicable laws and regulations, or with specifications and other requirements for our products, may adversely impact our business.

•Litigation could expose us to significant liabilities and reduce demand for our products.

•If we fail to maintain an effective internal control environment or adequate control procedures over our financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price.

•We may be subject to regulatory examinations and proceedings.

•Strikes or work stoppages or labor unrest can cause our business to suffer.

Risk Factors Related to Financial Risks

•Fluctuations in our effective tax rate could adversely affect our financial condition and results of operations.

•We may be required in the future to record a significant charge to earnings if our goodwill or intangible assets become impaired.

•Fluctuations in foreign currency exchange rates may adversely affect our operating results.

•Potential changes in accounting standards or practices or taxation may adversely affect our financial results.

•Uncertainty in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect our industry, business, and results of operations.

•Our investments are subject to risks which may cause losses and affect the liquidity of these investments.

Risk Factors Related to Our Common Stock

•The market price and trading volume of our common stock is and has been volatile and could decline significantly.

•Our Board has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate control. We have outstanding shares of preferred stock with rights and preferences superior to those of our common stock.

•Certain of our affiliated stockholders can exert significant influence on the Company’s corporate affairs.

•We do not expect to pay cash dividends on our common stock in the foreseeable future.