DeSantis Invests in Celsius Holdings

DELRAY BEACH, Fla.—Celsius Holdings Inc. (OTC BB: CSUH.OB) announced a strategic partnership agreement (SPA) with Carl DeSantis, majority owner of CDS Ventures of South Florida LLC, for CDS to invest into Celsius Holdings. DeSantis, formerly chairman of the board at Rexall Sundown Inc., a company he founded in 1976 and eventually sold to Royal Numico (now a subsidiary of <a title="Groupe Danone" href="http://www.danone.com/?>Groupe Danone) for $1.8 billion in 2000, called Celsius “a very exciting investment for me personally. It will give me the opportunity to get back into the consumer market again and assist a great company get to the next level.”

In June 2008, CD Financial LLC, an affiliate of CDS, converted notes for $750,000 and received 11.1 million shares of common stock. On Aug. 8, 2008 Celsius Holdings Inc. entered into a securities purchase agreement with CDS. Pursuant to the SPA, the company issued 2,000 Series A preferred shares, as well as a warrant to purchase an additional 1,000 preferred shares, for a cash payment of $1.5 million and the cancellation of two notes in aggregate amount of $500,000 issued to CD Financial LLC. This brings the total investment in Celsius by DeSantis’s affiliated companies to $2.75 million. Pursuant to the SPA, the company entered into a registration rights agreement under which the company agreed to file a registration statement for the common stock issuable upon conversion of preferred shares.

According to Celsius CEO Steve Haley, “This has been a very exciting journey for us. During the due diligence period, Carl and the whole CDS team have been very helpful. Because of their strong experience and background in the consumer packaged goods arena, their guidance is helping us with everything from enhanced shelf presence to introduction to significant retailers.”

As part of the agreement, the company's board of directors has increased the number of members to five individuals and approved the membership of William Milmoe, president of CDS. CDS has the right to appoint one more individual to the company’s board of directors.