DEFA14A: CalciMedica Announces Auditor Transition to Baker Tilly Following Moss Adams Merger
Proxy Statement Supplement
CalciMedica, Inc. has informed stockholders of a change in its independent registered public accounting firm from Moss Adams LLP to Baker Tilly US, LLP, effective June 3, 2025, due to a merger between the two accounting firms.
Summary
- CalciMedica, Inc. filed a DEFA14A supplement on June 9, 2025, to update its proxy statement for the 2025 Annual Meeting of Stockholders scheduled for June 24, 2025.
- The primary purpose of the supplement is to disclose a change in the company's independent registered public accounting firm.
- Moss Adams LLP, CalciMedica's former auditor, merged with Baker Tilly US, LLP on June 3, 2025, with the combined audit practices now operating as Baker Tilly US, LLP.
- Following the merger, Moss Adams LLP resigned, and CalciMedica's Audit Committee approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm.
- Moss Adams' audit report on CalciMedica's consolidated financial statements for the year ended December 31, 2024, did not contain an adverse opinion, disclaimer of opinion, or any qualifications or modifications.
- There were no disagreements with Moss Adams LLP on accounting principles, financial statement disclosure, or auditing scope, nor any reportable events, during the fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through June 3, 2025.
- CalciMedica did not consult with Baker Tilly US, LLP regarding accounting principles or audit opinions prior to their appointment.
- For Proposal No. 2 in the Proxy Statement, an affirmative vote 'For' will now be considered a vote 'For' the ratification of Baker Tilly US, LLP as the successor accounting firm, and a vote 'Against' will be 'Against' their ratification.
Sentiment
Score: 7
Explanation: The document reports a routine procedural change in the company's auditor due to an external merger, with no negative implications for the company's financial reporting or audit quality. The previous audit was unqualified, and there were no disagreements, indicating a smooth and well-managed transition.
Positives
- The previous auditor, Moss Adams LLP, issued an unqualified audit opinion for the fiscal year ended December 31, 2024, indicating no material misstatements or issues with CalciMedica's financial statements.
- There were no reported disagreements on accounting principles or auditing procedures with Moss Adams LLP, nor any reportable events, during the fiscal years 2023, 2024, and the subsequent interim period through June 3, 2025, suggesting a smooth and professional relationship.
Future Outlook
The document does not provide forward-looking financial guidance or strategic outlook, focusing solely on the procedural change of the independent registered public accounting firm.
Management Comments
- The Audit Committee of the Board approved the appointment of Baker Tilly US, LLP as the successor to Moss Adams LLP, as the Company's independent registered public accounting firm.
Industry Context
This auditor change reflects a common occurrence in the public accounting industry, where mergers and acquisitions among firms lead to transitions for their clients. It is a procedural change driven by consolidation within the audit sector rather than specific industry trends related to CalciMedica's core business.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Auditor Appointment | The Audit Committee of the Board approved the appointment of Baker Tilly US, LLP as the successor independent registered public accounting firm, following the merger of Moss Adams LLP with Baker Tilly US, LLP. | 2025-06-03 | Ensures continuity of independent audit services and compliance with regulatory requirements for financial reporting. |
Stakeholder Impact
- Shareholders: Informed about the change in the independent registered public accounting firm and how their votes on Proposal No. 2 for the upcoming Annual Meeting will be interpreted to ratify the new auditor.
Next Steps
- Hold the 2025 Annual Meeting of Stockholders on Tuesday, June 24, 2025.
- Stockholders will vote on Proposal No. 2, which will now ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Key Dates
| Date | Description |
|---|---|
| 2023-01-01 | Start of fiscal year 2023, relevant for the period reviewed for auditor disagreements and reportable events. |
| 2024-12-31 | End of fiscal year 2024, for which Moss Adams LLP issued an unqualified audit report. |
| 2025-04-29 | Date the original Proxy Statement was filed with the Securities and Exchange Commission. |
| 2025-06-03 | Effective date of the merger between Moss Adams LLP and Baker Tilly US, LLP, and the date CalciMedica was notified of the merger and subsequent auditor change. |
| 2025-06-06 | Date Moss Adams' letter to the Commission was filed as Exhibit 16.1 to CalciMedica's Current Report on Form 8-K. |
| 2025-06-09 | Date of this Proxy Statement Supplement. |
| 2025-06-24 | Date of CalciMedica's 2025 Annual Meeting of Stockholders. |
| 2025-12-31 | End of fiscal year 2025, for which Baker Tilly US, LLP will serve as the independent registered public accounting firm. |
Recommendation
holdKeywords
CalciMedica, DEFA14A, Proxy Statement Supplement, Auditor Change, Independent Registered Public Accounting Firm, Moss Adams LLP, Baker Tilly US LLP, Audit Committee, Corporate Governance, Annual Meeting of Stockholders
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