CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Files An 8-K Changes in Registrant’s Certifying Accountant

Item 4.01 Changes in Registrants Certifying Accountant

DArelli Pruzansky, P.A. (DPP), which served as
the Companys independent registered public accounting firm with
respect to the Celsius financial statements as at and for the
years ended December31, 2016 and 2015, notified us that it has
merged with Assurance Dimensions, Inc. (ADI),
effective May 3, 2017. ADI is the surviving firm and shall
continue to practice under that name. Accordingly, ADI was
engaged as our independent registered public accounting firm
effective May 15, 2017 (the Engagement Date),
which engagement was approved by the audit committee of our board
of directors effective as of the Engagement Date.

DPP’s report on the Celsius financial statements as at and for
the years ended December 31, 2016 and 2015 did not contain any
adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principles. During the two-year period ended December 31, 2016
and the subsequent period through the date of filing of this
report, (i)there have been no disagreements with DPP, whether or
not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of DPP,
would have caused DPP to make reference to the subject matter of
the disagreement in connection with its reports; (ii)no such
disagreement was discussed with the audit committee of the
Companys board of directors or with our board of directors as a
whole; and (iii)there have been no reportable
events as described in Item304(a)(1)(v) of Regulation
S-K.

The Company provided DPP with a copy of this report and
requestedDPP, to furnish the Company with a letter addressed to
the Securities and Exchange Commission stating whether DPP agrees
with the statements made by the Company in this Report, and, if
not, stating the respects in which it does not agree. The letter
from DPP is attached to this filing as an exhibit.

Prior to the Engagement Date, neither the Company nor anyone on
behalf of the Company consulted ADI regarding either (i)the
application of accounting principles to a specified transaction,
either completed or contemplated, or the type of audit opinion
that might be rendered on the financial statements of the
Company, and no written or oral advice of ADI was provided with
respect to any accounting, auditing, or financial reporting
issue; or (ii)any matter that was either the subject of a
disagreement of the type described in Item304(a)(iv) of
Regulation S-K or any reportable event described
in Item304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

About CELSIUS HOLDINGS, INC. (OTCMKTS:CELH)

Celsius Holdings, Inc. is engaged in the development, marketing, sale and distribution of functional calorie-burning fitness beverages under the Celsius brand name. The Company’s product range includes Sparkling Grape Rush, Sparkling Watermelon, Sparkling Orange, Sparkling Wild Berry, Sparkling Cola, Raspberry Acai Green Tea, Peach Mango Green Tea, Flo Fusion Orange and Flo Fusion Berry. The Company’s products are sweetened with sucralose, which is suitable for consumers whose sugar intake is restricted. The Company’s Celsius brand uses ingredients and supplements, such as green tea (EGCG), ginger, calcium, chromium, B vitamins and vitamin C. The Company outsources the manufacturing process to third-party co-packers. It provides co-packers with flavors, ingredient blends, cans and other raw materials for its beverages purchased by it from various suppliers. It sells Celsius brand across retail segments, which include supermarkets and convenience stores.

CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) Recent Trading Information

CELSIUS HOLDINGS, INC. (OTCMKTS:CELH) closed its last trading session up +0.05 at 3.55 with 115,732 shares trading hands.