8-K: Lineage Cell Therapeutics Appoints Baker Tilly as New Auditor Following Moss Adams Merger

Lineage Cell Therapeutics, Inc. announced the appointment of Baker Tilly US, LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, following the merger of its previous auditor, Moss Adams LLP, with Baker Tilly.

Summary

• Lineage Cell Therapeutics, Inc. (the "Company") was notified on June 3, 2025, that its independent registered public accounting firm, Moss Adams LLP, merged with Baker Tilly US, LLP.
• Effective June 3, 2025, the combined audit practices operate as Baker Tilly, leading to Moss Adams' resignation as the Company's auditors.
• The Audit Committee of the Company's Board of Directors approved the appointment of Baker Tilly as the successor independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Moss Adams was initially appointed as the Company's independent registered public accounting firm on June 11, 2024.
• The audit report issued by Moss Adams on the Company's consolidated financial statements for the year ended December 31, 2024, did not contain any adverse opinion, disclaimer of opinion, or qualifications regarding uncertainty, audit scope, or accounting principles.
• There were no disagreements or reportable events between the Company and Moss Adams during the fiscal year ended December 31, 2024, or through June 3, 2025.
• Neither the Company nor anyone on its behalf consulted Baker Tilly regarding accounting principles, audit opinions, disagreements, or reportable events prior to their appointment.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the auditor change was due to a merger, not performance issues or disagreements, and the transition appears smooth with no reported red flags. The previous audit was unqualified, and the former auditor agreed with the company's statements.

Positives

• The transition of the independent registered public accounting firm was a result of a merger between audit firms, not due to any disagreements or issues with the Company's financial reporting.
• Moss Adams' audit report for the year ended December 31, 2024, was unqualified, indicating no significant accounting or auditing issues.
• The Company confirmed no disagreements or reportable events with Moss Adams, ensuring a smooth and clean transition.
• Moss Adams formally agreed with the Company's statements in the 8-K filing, affirming transparency and accuracy.

Risks

• While the change is due to a merger and no disagreements were reported, any change in a company's independent auditor can introduce a minor, temporary period of adjustment as the new firm familiarizes itself with the Company's operations and accounting practices.

Future Outlook

The document does not provide forward-looking statements or guidance related to the Company's operational or financial performance, focusing solely on the change in its independent registered public accounting firm.

Management Comments

• The Company was notified that Moss Adams LLP merged with Baker Tilly US, LLP, effective June 3, 2025, and that the combined audit practices operate as Baker Tilly.
• The Audit Committee approved the appointment of Baker Tilly as the successor to Moss Adams as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.

Industry Context

The merger of accounting firms is a common occurrence in the professional services industry, often leading to changes in audit engagements for their clients. This specific change reflects a consolidation trend within the auditing sector rather than an issue specific to Lineage Cell Therapeutics.

Corporate Governance

Stakeholder Impact

• Shareholders: The change in auditor is administrative and due to a merger, with no reported issues, suggesting continued reliable financial oversight. This should not negatively impact investor confidence.
• Employees, Customers, Suppliers, Creditors: No direct impact is expected on these stakeholders as the change is related to financial reporting oversight and not the Company's operations, financial health, or business relationships.

Next Steps

• Baker Tilly US, LLP will serve as Lineage Cell Therapeutics, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Keywords

Lineage Cell Therapeutics, LCTX, SEC filing, 8-K, auditor change, independent registered public accounting firm, Moss Adams LLP, Baker Tilly US LLP, corporate governance, financial reporting, audit committee