Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On March 8, 2024, the Board of Directors (the “Board”) of Arcellx, Inc. (the “Company”), upon the recommendation of the Audit Committee of the Board (the “Audit Committee”), approved the dismissal of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm. The dismissal was not related to any disagreements with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The reports of EY on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2023 and 2022 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.
During the fiscal years ended December 31, 2023 and 2022 and during the interim period through March 8, 2024, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to EY’s satisfaction, would have caused EY to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting as of March 31, 2022 and June 30, 2022, as previously reported in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on November 9, 2022, with respect to Company management’s controls over the accounting for research and development expense and related accounts for the quarterly periods ended March 31, 2022 and June 30, 2022. This material weakness was remediated as of December 31, 2022, as previously reported in the Company’s Annual Report on Form 10-K, filed with the SEC on March 29, 2023. This reportable event was discussed among the Audit Committee and EY. EY has been authorized by the Company to respond fully to the inquiries of PricewaterhouseCoopers LLP (“PwC”), the successor independent registered public accounting firm, concerning this reportable event.
The Company provided EY with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of such letter provided by EY, dated March 14, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On March 8, 2024, the Board, upon the recommendation of the Audit Committee, approved the engagement of PwC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to PwC’s customary client acceptance procedures and the execution of an engagement letter. On March 13, 2024, the Company executed an engagement letter with PwC.
During the Company’s two most recent fiscal years ended December 31, 2023 and 2022 and during the interim period through March 8, 2024, neither the Company nor anyone acting on its behalf consulted with PwC 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.
