Current Report Filing (8-k)
June 03 2021 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
June 2, 2021
CELSIUS HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
001-34611
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20-2745790
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(Commission File Number)
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(IRS Employer Identification No.)
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2424 N Federal Highway, Suite 208, Boca Raton,
Florida 33431
(Address of principal executive offices and zip
code)
(561) 276-2239
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(Registrant’s telephone number including area code)
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Former Name or Former Address (If Changed Since Last Report)
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Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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CELH
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
When used in this Current Report on Form 8-K,
unless otherwise indicated, the terms “the Company,” “Celsius,” “we,” “us”
and “our” refer to Celsius Holdings, Inc. and its subsidiaries.
Item 4.01. Changes in Registrant’s Certifying
Accountant.
(a)
End of Engagement of Previous Independent Registered Public Accounting Firm
(i) On June 2, 2021, the Company
ended the engagement of Assurance Dimensions as the Company’s independent registered public accounting firm, effective upon the
filing of the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2021 (the “Effective Date”).
Assurance Dimensions will continue to serve as the Company’s independent registered public accounting firm, including providing
audit services, through the Effective Date. The decision to terminate Assurance Dimensions as the Company’s independent registered
public accounting firm was approved by the Audit Committee (the “Audit Committee”) of the Board of Directors of the
Company at a meeting held on June 2, 2021.
(ii) Assurance
Dimensions’ reports on the Company’s financial statements for the years ended December 31, 2020 and December 31, 2019 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) During
the Company’s two most recent fiscal years ended December 31, 2020 and December 31, 2019 and the subsequent interim period through
the date of this Current Report on Form 8-K, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with
Assurance Dimensions on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Assurance Dimensions, would have caused it to make reference to the subject
matter of the disagreements in connection with its reports. Also, during this same period, there were no reportable events within the
meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
(iv) The
Company provided Assurance Dimensions with the disclosures under this Item 4.01(a) and requested Assurance Dimensions to furnish
the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the
Company in this Item 4.01(a) and, if not, stating the respects in which it does not agree. Assurance Dimension’s letter is
filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm.
(i) On June 2, 2021, the Audit
Committee approved the appointment of Ernst & Young LLP (“EY”) as the Company’s new independent registered
public accounting firm. The Company notified EY on June 2, 2021, that it would be engaged as the Company’s independent registered
public accounting firm, effective on the Effective Date.
(ii) During
the Company’s two most recent fiscal years ended December 31, 2020 and December 31, 2019, and the subsequent interim period through
the Date of this Report, neither the Company nor anyone acting on its behalf consulted with EY regarding any of the matters described
in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CELSIUS HOLDINGS, INC.
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Date: June 3, 2021
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By:
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/s/ John Fieldly
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John Fieldly, Chief Executive Officer
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