Celsius Holdings, Inc.

On March 1, 2022, after the market closed, Celsius disclosed that it could not timely file its 2021 annual report due to “staffing limitations, unanticipated delays and identified material errors in previous filings.” Specifically, Celsius “determined that the calculation and expense of non-cash share-based compensation, related to grants of stock options and restricted stock units awarded to certain former employees and retired directors were materially understated for the three and six month periods ended June 30, 2021 and three and nine month periods ended September 30, 2021.” As a result, management concluded that there was a material weakness in the Company’s internal controls over financial reporting.

On this news, the Company’s stock price fell to an intra-day low of $56.21 per share on unusually heavy trading volume on March 2, 2022. Over the course of the March 2, 2022 and March 3, 2022 trading sessions, the Company’s stock price fell a total of $5.20, or 8.3% on unusually heavy trading volume to close at $57.60 per share on March 3, 2022.

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company had improperly recorded expenses for non-cash share-based compensation for second and third quarters of 2021; (2) that, as a result, the Company’s financial statements for those periods would be restated, including to report a net loss for the third quarter of 2021; (3) that there was a material weakness in Celsius’s internal controls over financial reporting; and (4) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.