DEFA14A: Lineage Cell Therapeutics Updates Proxy Statement, Appoints Baker Tilly as New Auditor Following Moss Adams Merger

Lineage Cell Therapeutics, Inc. has updated its 2025 Annual Meeting proxy statement to reflect the appointment of Baker Tilly US, LLP as its new independent registered public accounting firm, succeeding Moss Adams LLP due to a merger.

Summary

• Lineage Cell Therapeutics, Inc. (Lineage) filed a supplement to its proxy statement for the 2025 Annual Meeting of Shareholders.
• The supplement addresses a change in the company's independent registered public accounting firm.
• Moss Adams LLP, the previously selected auditor, merged with Baker Tilly US, LLP on June 3, 2025.
• Following the merger, Moss Adams resigned, and Lineage's Audit Committee approved the appointment of Baker Tilly as the successor auditor for the fiscal year ending December 31, 2025.
• The audit report from Moss Adams for the year ended December 31, 2024, did not contain any adverse opinions, disclaimers, qualifications, or modifications.
• There were no disagreements or reportable events between Lineage and Moss Adams during the fiscal year ended December 31, 2024, or up to June 3, 2025.
• Lineage did not consult Baker Tilly on accounting principles, audit opinions, or disagreements prior to their appointment.
• The Board of Directors unanimously recommends shareholders vote FOR the ratification of Baker Tilly's appointment.
• Proxy cards and votes previously submitted for Moss Adams will be considered valid for Baker Tilly.

Sentiment

Score: 6

Explanation: The document conveys a neutral to slightly positive sentiment. The auditor change is a procedural event due to a merger, not a reflection of negative company performance or accounting issues. The explicit statement of no disagreements or reportable events with the previous auditor is a positive indicator of clean financial practices.

Positives

• The transition of the independent registered public accounting firm was due to a merger of audit firms, not due to any issues with Lineage's financial reporting or internal controls.
• Moss Adams' audit report for the fiscal year ended December 31, 2024, was clean, with no adverse opinions, disclaimers, qualifications, or modifications.
• There were no disagreements or reportable events between Lineage and Moss Adams, indicating a smooth and professional relationship.
• Lineage had no prior consultations with Baker Tilly on accounting principles or audit opinions that would suggest any pre-existing issues.

Future Outlook

Lineage expects a representative of Baker Tilly to be present at the 2025 Annual Meeting of Shareholders, either in person or by phone, to make a statement if desired and respond to appropriate questions from shareholders.

Management Comments

• "Our Board is requesting that our shareholders ratify the appointment of Baker Tilly as our independent registered public accounting firm for the fiscal year ending December 31, 2025."
• "Our Board unanimously recommends you vote FOR the ratification of the appointment of Baker Tilly as our independent registered public accounting firm for the fiscal year ending December 31, 2025."

Industry Context

The change in Lineage's independent auditor is a direct consequence of a merger between two major accounting firms, Moss Adams and Baker Tilly. Such consolidations are common in the professional services industry and often lead to client transitions, which are typically procedural rather than indicative of company-specific issues.

Corporate Governance

Stakeholder Impact

• Shareholders: Will be asked to ratify the appointment of the new auditor at the upcoming annual meeting. Their previously submitted votes for the original auditor will be automatically applied to the new auditor.
• Regulatory Authorities: The company has filed the necessary disclosures (8-K and this DEFA14A supplement) to inform the SEC and comply with reporting requirements regarding the auditor change.

Next Steps

• Shareholders are requested to ratify the appointment of Baker Tilly as the independent registered public accounting firm for the fiscal year ending December 31, 2025, at the 2025 Annual Meeting of Shareholders on June 26, 2025.
• A representative of Baker Tilly is expected to be present at the Annual Meeting to address shareholders.

Key Dates

Keywords

SEC filing, Proxy Statement, Auditor Change, Independent Registered Public Accounting Firm, Moss Adams, Baker Tilly, Corporate Governance, Annual Meeting, Lineage Cell Therapeutics