Current Report Filing (8-k)
July 21 2021 - 5:01PM
Edgar (US Regulatory)
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2021-07-20
2021-07-20
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): July 20, 2021
Lineage
Cell Therapeutics, Inc.
(Exact
name of registrant as specified in charter)
California
|
|
001-12830
|
|
94-3127919
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2173
Salk Avenue, Suite 200
Carlsbad,
California
|
|
92008
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
(442)
287-8990
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
shares, no par value
|
|
LCTX
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|
NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Item
4.01.
|
Changes
in Registrant’s Certifying Accountant.
|
On
July 15, 2021, WithumSmith+Brown, PC (“Withum”), an independent registered public accounting firm, acquired certain assets
of OUM & Co. LLP (“OUM”), the independent
registered public accounting firm of Lineage Cell Therapeutics, Inc. (“Lineage” or the
“Company”), in a transaction pursuant
to which the professional staff and the partners of OUM joined Withum either as employees or partners of Withum. As a result of this
transaction, on July 20, 2021, OUM resigned as the Company’s independent
registered public accounting firm, and, with the approval of the Audit Committee of the Company’s Board of Directors, Withum was
engaged as the Company’s independent registered public accounting firm.
The
audit report of OUM on the Company’s consolidated financial statements for the years ended December 31, 2020 and 2019 did not contain
an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles,
except that such audit report for the year ended December 31, 2019 included an explanatory paragraph relating to the Company’s
change in its method of accounting for revenue in 2018 due to the adoption of Financial Accounting Standards Board (United States) Accounting
Standard Codification Topic No. 606, Revenue from Contracts with Customers.
During
the years ended December 31, 2020 and 2019, and during the interim period from the end of the most recently completed fiscal year through
July 20,
2021, the date of OUM’s resignation, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and related instructions) with OUM on any matter of accounting principles or practices, financial statement disclosure or auditing scope
or procedures, which disagreements, if not resolved to the satisfaction of OUM, would have caused OUM to make reference to such disagreement
in its reports, and there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
During
the years ended December 31, 2020 and 2019, and during the interim period from the end of the most recently completed fiscal year through
the date Withum was engaged by the Company, the Company did not consult with Withum regarding application of accounting principles to
a specified transaction, either completed or proposed, or regarding the type of audit opinion that might be rendered by Withum on the
Company’s consolidated financial
statements, and Withum did not provide any written or oral advice that was an important factor considered by the Company in reaching
a decision as to any such accounting, auditing or financial reporting issue.
The
Company provided OUM with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the
“SEC”) and requested that OUM furnish the Company with a letter addressed to the SEC stating whether it agrees with above
statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated July 20, 2021, is filed as
Exhibit 16.1 to this Current Report and incorporated by reference herein.
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
SIGNATURES
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.
|
Lineage
Cell Therapeutics, Inc.
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|
|
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Date:
July 21, 2021
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By:
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/s/
Brian M. Culley
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Name:
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Brian
M. Culley
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Title:
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Chief
Executive Officer
|
Lineage Cell Therapeutics (AMEX:LCTX)
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