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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 Commission File No. 001-34611 Nevada ( State or Other Jurisdiction of Incorporation or Organization ) CELSIUS HOLDINGS , INC . ( Exact name of registrant as specified in its charter ) Large Accelerated Filer Non - accelerated filer X 2424 N Federal Highway , Suite 208 , Boca Raton , Florida 33431 ( Address of Principal Executive Offices ) ( 561 ) 276-2239 ( Registrant's telephone number , including area code ) Securities registered under Section 12 ( b ) of the Exchange Act : 20-2745790 ( I.R.S. Employer Identification No. ) ( Former name , former address and former fiscal year , if changed since last report ) Common Stock , $ 0.001 par value ( Title of Class ) Name of each exchange on which registered : The Nasdaq Capital Market ( Trading Symbol CELH ) Securities registered under Section 12 ( g ) of the Exchange Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) and ( 2 ) has been subject to such filing requirements for the past 90 days . > Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . > Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company or an emerging growth company . See definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company " and " emerging growth company " in Rule 12b - 2 of the Exchange Act : Accelerated Filer Smaller reporting company 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . □ Yes > No The aggregate market value of the common stock held by non - affiliates of the Registrant was approximately $ 301,864,237 as of June 30 , 2020 for the Company's common stock on such date on the Nasdaq Capital Market . For purposes of the foregoing computation , all executive officers , directors , and 10 % beneficial owners of the Registrant are deemed to be affiliates . Indicate the number of shares outstanding of each of the registrant's classes of common stock , as of the latest practicable date . There were 72,585,354 shares of common stock outstanding as of March 10 , 2021 . DOCUMENTS INCORPORATED BY REFERENCE : No documents are incorporated by reference into this Report except those Exhibits so incorporated as set forth in the Exhibit index .