Anika Therapeutics, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   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 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):   Period   Total Number of Shares Withheld (1)     Average Price per Share     Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (2)   July 1 to 30, 2021     731     $ 43.24     $ 20,000   August 1 to 31, 2021     436     $ 41.76     $ 20,000   September 1 to 30, 2021     294     $ 39.41     $ 20,000   Total     1,461                     (1) 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. (2) 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 September 30, 2021.     28     ITEM 5: OTHER    (a)   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.                           29     ITEM 6. EXHIBITS   Exhibit   No. Description     †10.1 Anika Therapeutics, Inc. 2021 Inducement Plan      †10.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934     (31) Rule 13a-14(a)/15d-14(a) Certifications     *31.1 Certification of Dr. Cheryl R. Blanchard, pursuant to Rules  13a-15(e)   and 15d-15(e), as adopted pursuant to Section   302 of the Sarbanes-Oxley Act of 2002.     *31.2 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.     (32) Section 1350 Certifications     **32.1 Certification of Dr. Cheryl R. 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.     (101) XBRL     *101 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:     i. Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (unaudited)   ii. Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2021 and September 30, 2020 (unaudited)   iii. Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2021 and September 30, 2020 (unaudited)   iv. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and September 30, 2020 (unaudited)   v. Notes to Consolidated Financial Statements (unaudited)   104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)  * Filed herewith. ** Furnished herewith. †   Management contract or compensatory plan or arrangement.     30     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 thereunto duly authorized.       ANIKA THERAPEUTICS, INC.         Date: November 4, 2021 By: /s/ MICHAEL LEVITZ       Michael Levitz       Executive Vice President, Chief Financial Officer and Treasurer     (Authorized Officer and Principal Financial Officer)                                 31