What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2021-11-05 compared with 2021-08-06 · 38 added, 23 removed, 23 unchanged (73% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Issuer Purchases and Withholding of Equity Securities

Under our equity compensation plans, and subject to the approval of the Compensation Committee of our Board of Directors, employee grantees have the option of electing to satisfy tax withholding obligations at the time of vesting or exercise by allowing us to withhold shares of stock otherwise issuable to the grantee.

During the three-month period ended June 30, 2021, we withheld 1,093 shares to satisfy grantee tax withholding obligations on restricted stock award and restricted stock unit vesting events.

Following is a summary of stock repurchases for the three-month period ended June 30, 2021 (in thousands, except share data):

During the three-month period ended September 30, 2021, we withheld 1,461 shares to satisfy grantee tax withholding obligations on restricted stock award and restricted stock unit vesting events.

Following is a summary of stock repurchases for the three-month period ended September 30, 2021 (in thousands, except share data):

Total Number of

Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Shares Withheld (1)

Price per Share

Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (2)

April 1 to 30, 2021

May 1 to 31, 2021

June 1 to 30, 2021

1,093 shares were withheld by us to satisfy grantee tax withholding obligations on restricted stock award and restricted stock unit vesting events in May 2021.

July 1 to 30, 2021

August 1 to 31, 2021

September 1 to 30, 2021

1,461 shares were withheld by us to satisfy grantee tax withholding obligations on restricted stock unit vesting events in the third quarter of 2021.

These shares were not acquired pursuant to a publicly announced share repurchase program.

On May 2, 2019, we announced that our Board of Directors approved a $50.0 million share repurchase program with $30.0 million to be utilized for an accelerated share repurchase program, which was completed in January 2020, and $20.0 million reserved for open market repurchases.

No open market repurchases were made during the three-month period ended June 30, 2020.

No open market repurchases were made during the three-month period ended September 30, 2021.

On November 4, 2021, our Board of Directors adopted the Anika Therapeutics, Inc.

2021 Inducement Plan, or the Inducement Plan, to be effective immediately, and, subject to the adjustment provisions of the Inducement Plan, reserved 125,000 shares of common stock for issuance pursuant to equity awards granted under the Inducement Plan.

Awards under the Inducement Plan may be granted only to an individual who was not previously our employee or director, or who is returning to employment following a bona fide period of non-employment with us, in each case as an inducement material to the individual’s entry into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules.

In accordance with Rule 5635(c)(4), we did not seek approval of the Inducement Plan by our stockholders.

The Inducement Plan provides for the grant of equity-based awards, including non-qualified stock options, stock appreciation rights, restricted stock awards, performance restricted stock units, restricted stock units, total shareholder return options and performance options, and its terms are substantially similar to the Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan (as amended), including with respect to treatment of equity awards in the event of a “Change in Control”

as defined under both the 2017 Omnibus Incentive Plan and the Inducement Plan.

The foregoing description of the Inducement Plan is qualified in its entirety by reference to the full text of the Inducement Plan, which is attached to this Quarterly Report on Form 10-Q as Exhibit 10.1 and which is incorporated herein by reference.

Exhibit  

Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan (as amended effective June 16, 2021) (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on June 22, 2021)

Anika Therapeutics, Inc.

2021 Employee Stock Purchase Plan (adopted June 16, 2021) (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed on June 22, 2021)

2021 Inducement Plan 

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Rule 13a-14(a)/15d-14(a) Certifications

Certification of Dr.

Blanchard, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Michael Levitz, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Blanchard, pursuant to Rules 

13a-15(e)  

and 15d-15(e), as adopted pursuant to Section  

302 of the Sarbanes-Oxley Act of 2002.

Certification of Michael Levitz, pursuant to Rules 

13a-15(e)  

and 15d-15(e), as adopted pursuant to Section  

302 of the Sarbanes-Oxley Act of 2002.

Section 1350 Certifications

1 unchanged sentence

Blanchard, and Michael Levitz, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from Anika Therapeutics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 as filed with the SEC on August 5, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:

Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (unaudited)

Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2021 and June 30, 2020 (unaudited)

Consolidated Statements of Stockholders’ Equity for the Six Months Ended June 30, 2021 and June 30, 2020 (unaudited)

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and June 30, 2020 (unaudited)

Section 

1350, as adopted pursuant to Section  

906 of the Sarbanes-Oxley Act of 2002.

The following materials from Anika Therapeutics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 as filed with the SEC on November 4, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:

Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (unaudited)

Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and September 30, 2020 (unaudited)

Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2021 and September 30, 2020 (unaudited)

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and September 30, 2020 (unaudited)

Notes to Consolidated Financial Statements (unaudited)

2 unchanged sentences

** Furnished herewith.

†   

Management contract or compensatory plan or arrangement.

†   Management contract or compensatory plan or arrangement.

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 thereunto duly authorized.

ANIKA THERAPEUTICS, INC.

August 5, 2021

November 4, 2021

/s/ MICHAEL LEVITZ

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities