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Item 9A. Controls and Procedures

2024-03-15 compared with 2023-03-16 · 148 added, 138 removed, 119 unchanged (71% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective to provide reasonable assurance due to material weaknesses in internal control over financial reporting described below.

Management ’

s Annual Report on Internal Control over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

An effective internal control system, no matter how well designed, has inherent limitations, including the possibility of human error or overriding of controls, and limitations therefore can provide only reasonable assurance with respect to reliable financial reporting.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect all misstatements, including the possibility of human error, the circumvention or overriding of controls, or fraud.

Effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —

Integrated Framework (2013). 

Based on this assessment, our management concluded that as of December 31, 2022, material weaknesses were identified in March 2023 as described below, and, as a result, our internal control over financial reporting was not effective as of December 31, 2022.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weaknesses

In March 2023, we identified material weaknesses in the Company’s internal control over financial reporting as of December 31, 2022 resulting from a misappropriation of assets under a legacy credit card program utilized by a limited number of our employees affiliated with one of our subsidiaries.

Specifically, in March 2023, during the process of retiring this credit card program, the Company determined that a mid-level accounting employee had charged approximately $4,000 in personal expenses on his corporate credit card, and that certain non-accounting employees also charged personal expenses of an immaterial amount in aggregate.

This accounting employee had roles in the Company’s system of internal control over financial reporting, including controls for this subsidiary’s corporate credit card program.

As a result, there were individually and in the aggregate deficiencies that represent material weaknesses including:

Our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of the period covered by this report.

Based upon that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective as of December 31, 2023 to ensure that information required to be disclosed by us in reports we file and submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

On an on-going basis, we review and document our disclosure controls and procedures, and our internal control over financial reporting, and we may from time to time making changes aimed at enhancing their effectiveness and ensuring that our systems evolve with our business.

Management ’ s Annual Report on Internal Control over Financial Reporting

Our management, with the participation of our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance, and it may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in its 2013 Internal Control — Integrated Framework .

Based on its assessment and those criteria, our management believes that our company maintained effective internal control over financial reporting as of December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included below in this Item 9A.

Remediation of Prior Year Material Weaknesses

In assessing the effectiveness of our internal controls over financial reporting as of December 31, 2022, we identified material weaknesses in our internal control over financial reporting resulting from a misappropriation of assets under a legacy credit card program utilized by a limited number of our employees affiliated with one of our subsidiaries.

Specifically, in March 2023, during the process of retiring this credit card program, we determined that a mid-level accounting employee had charged approximately $4,000 in personal expenses on his corporate credit card, and that certain non-accounting employees also charged personal expenses of an immaterial amount in aggregate.

This accounting employee had roles in our system of internal control over financial reporting, including controls for this subsidiary’s corporate credit card program.

As a result, there were individually and in aggregate deficiencies that represent material weaknesses including:

(i) inadequate segregation of duties;

(ii) a failure to identify fraud risks;

and (iii) a failure in the design and operating effectiveness of control activities for which the accounting employee’s competent authority was compromised.

In response, the Company performed additional analyses, reconciliations and other post-closing procedures to ensure that our consolidated financial statements included in this Form 10-K were prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

These control deficiencies did not have any material impact on our current or prior period consolidated annual or interim financial statements, but could have resulted in material misstatements to the annual or interim financial statements that would not have been prevented or detected. Accordingly, management concluded that the control deficiencies were material weaknesses in the Company’s internal control over financial reporting.

Deloitte & Touche LLP, our independent registered public accounting firm that audited the consolidated financial statements, has issued an audit report on our internal control over financial reporting as of December 31, 2022, which is included in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

Except for the material weaknesses discussed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2022.

Remediation of Material Weaknesses

Our management, under the oversight of the Audit Committee, is in the process of remediating the material weaknesses in our internal control over financial reporting as noted above.

We have already implemented and will continue to implement measures designed to directly address, or contribute to, the remediation of our material weaknesses and the enhancement of our internal control over financial reporting, including:

Termination of the mid-level accounting employee referenced above and reassignment of this employee’s roles and responsibilities within impacted control activities.

Complete the transition of all employees from the legacy subsidiary credit card program to the Company’s established credit card program, which is subject to centralized review, approval, monitoring, and reconciliation processes and controls.

and (iii) a failure in the design and operating effectiveness of control activities for which the accounting employee’s competent authority was compromised.

Accordingly, management concluded that the control deficiencies were material weaknesses in our internal control over financial reporting.

During the year ended December 31, 2023, our management, under the oversight of the Audit Committee, implemented a plan of remediation designed to directly address, or contribute to, the remediation of our material weaknesses and the enhancement of our internal control over financial reporting.

The remediation plan implemented by us included:

Termination of the mid-level accounting employee referenced above and reassignment of this employee’s roles and responsibilities within impacted control activities.

Completed the transition of all employees from the legacy subsidiary credit card program to the our established credit card program, which is subject to centralized review, approval, monitoring, and reconciliation processes and controls.

Enhancement of our fraud risk assessment in order to more fully tailor the design of internal control over financial reporting to ensure appropriate segregation of duties and mitigate the risk of material misstatement caused by fraud.

Enhancement of training for employees on compliance with the Company’s travel and entertainment policy and Code of Conduct, as well as its internal control over financial reporting.

The material weaknesses will not be considered remediated until management completes its remediation plan and the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.

Training and certification for employees on compliance with our Travel and Expense policy and Code of Conduct, as well as its internal control over financial reporting.

Based on the successful implementation and testing of these new and enhanced control processes, we have concluded that the material weakness reported has been remediated as of December 31, 2023.

Changes in Internal Control over Financial Reporting

Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fourth quarter of our fiscal year ended December 31, 2023.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

We have audited the internal control over financial reporting of Anika Therapeutics, Inc.

and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control —

Integrated Framework (2013) issued by COSO.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 15, 2024, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting .

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

5 unchanged sentences

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 

Management’s assessment identified that there were individually and in the aggregate deficiencies that represent material weaknesses including:

inadequate segregation of duties

failure to identify fraud risks;

a failure in the design and operating effectiveness of control activities for which the accounting employee’s competent authority was compromised.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2022, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

2 unchanged sentences

OTHER INFORMATION

Rule 10b5 - 1 Trading Plans

During the fiscal quarter ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any non-Rule 10b5 - 1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2022.

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023.

EXECUTIVE COMPENSATION

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required under this item and Item 5 of this Annual Report on Form 10-K under the heading “Equity Compensation Plan Information”

is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2022.

The information required under this item and Item 5 of this Annual Report on Form 10-K under the heading “Equity Compensation Plan Information” is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required under this item is incorporated herein by reference to our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the SEC not later than 120 days after the close of our fiscal year ended December 31, 2023.

Our independent public accounting firm is Deloitte & Touche LLP, PCAOB Auditor ID 34.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Documents filed as part of Form 10-K.

(1)            Financial Statements

Documents filed as part of Form 10-K.

(1) Financial Statements

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2)            Schedules

Schedules have been omitted as all required information has been disclosed in the financial statements and related footnotes. 

(3)            Exhibits

(2) Schedules

Schedules have been omitted as all required information has been disclosed in the financial statements and related footnotes.

Agreement and Plan of Merger, dated January 4, 2020, by and between Anika Therapeutics, Inc., Arthrosurface, Inc., Button Merger Sub, Inc.

and Boston Millennia Partners Button Shareholder Representation, Inc.

Agreement and Plan of Merger, dated January 4, 2020, by and between Anika Therapeutics, Inc., Parcus Medical, LLC, Sunshine Merger Sub, LLC and Philip Mundy

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on January 7, 2020)

Agreement and Plan of Merger, dated January 4, 2020, by and between Anika Therapeutics, Inc., Parcus Medical, LLC, Sunshine Merger Sub, LLC and Philip Mundy (incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on January 7, 2020)

Certificate of Incorporation of Anika Therapeutics, Inc.

Bylaws of Anika Therapeutics, Inc., effective as of June 6, 2018

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 6, 2018)

Bylaws of Anika Therapeutics, Inc., effective as of June 6, 2018 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 6, 2018)

Description of Securities of Anika Therapeutics, Inc.

(incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed by the Registrant on March 16, 2023)

Lease, dated January 3, 2007, between Anika Therapeutics, Inc.

and Farley White Wiggins, LLC, relating to 32 Wiggins Avenue, Bedford, Massachusetts

and Farley White Wiggins, LLC, relating to 32 Wiggins Avenue, Bedford, Massachusetts (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed by on January 10, 2007)

Amendment No.

1 to Lease, dated February 1, 2007, between Anika Therapeutics, Inc.

and Farley White Wiggins, LLC, relating to 32 Wiggins Avenue, Bedford, Massachusetts

and Farley White Wiggins, LLC, relating to 32 Wiggins Avenue, Bedford, Massachusetts (incorporated by reference to Exhibit 10.1A to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed by the Registrant on February 24, 2017)

Translation of Lease Agreement, dated October 9, 2015, between Anika Therapeutics S.r.l.

and Consorzio Zona Industriale E Porto Fluviale di Padova relating to Land Registry of the Municipality of Padova, Page 148, cadastral map 516 and 517

and Consorzio Zona Industriale E Porto Fluviale di Padova relating to Land Registry of the Municipality of Padova, Page 148, cadastral map 516 and 517 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed by the Registrant on October 14, 2015)

Translation of Amendment No.

1 to Lease Agreement, dated February 2, 2017, between Anika Therapeutics S.r.l.

and Consorzio Zona Industriale E Porto Fluviale di Padova relating to Land Registry of the Municipality of Padova, Page 148, cadastral map 516 and 517

Lease Agreement, dated November 26, 2012, between High Properties and Parcus Medical LLC relating to 6423 Parkland Drive, Suites 101 and 102, Sarasota, FL

Amendment #1 to the Lease, Renewal Amendement, dated January 4, 2018, between High Properties and Parcus Medical LLC relating to 6423 Parkland Drive, Suites 101 and 102, Sarasota, FL

Lease Agreement, dated May 25, 2017, between High Properties and Parcus Medical, LLC relating to 6455 Parkland Drive, Suite 101, Sarasota, FL

and Consorzio Zona Industriale E Porto Fluviale di Padova relating to Land Registry of the Municipality of Padova, Page 148, cadastral map 516 and 517 (incorporated by reference to Exhibit 10.3A to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed by the Registrant on February 24, 2017)

Lease Agreement, dated November 26, 2012, between High Properties and Parcus Medical LLC relating to 6423 Parkland Drive, Suites 101 and 102, Sarasota, FL (incorporated by reference to Exhibit 10.3A to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed by the Registrant on March 11, 2022)

Amendment #1 to the Lease, Renewal Amendment, dated January 4, 2018, between High Properties and Parcus Medical LLC relating to 6423 Parkland Drive, Suites 101 and 102, Sarasota, FL (incorporated by reference to Exhibit 10.3B to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed by the Registrant on March 11, 2022)

Lease Agreement, dated May 25, 2017, between High Properties and Parcus Medical, LLC relating to 6455 Parkland Drive, Suite 101, Sarasota, FL (incorporated by reference to Exhibit 10.3C to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed by the Registrant on March 11, 2022)

Credit Agreement, dated as of October 24, 2017, among Anika Therapeutics, Inc., certain subsidiaries of Anika Therapeutics, Inc.

as are or may from time to time become parties to the Credit Agreement, Bank of America, N.A., as administrative agent, swingline lender and issuer of letters of credit, and the lenders party thereto

as are or may from time to time become parties to the Credit Agreement, Bank of America, N.A., as administrative agent, swingline lender and issuer of letters of credit, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-14027) filed by the Registrant on October 27, 2017)

Security and Pledge Agreement, dated as of October 24, 2017, among Anika Therapeutics, Inc., certain subsidiaries of Anika Therapeutics, Inc.

listed on the signature pages thereto, and Bank of America, N.A., as administrative agent

First Amendment effective August 13, 2019, with respect to the Credit Agreement dated as of October 24, 2017 and the Security and Pledge Agreement dated as of October 24, 2017

Second Amendment effective May 14, 2020, with respect to the Credit Agreement dated as of October 24, 2017 and First Amendment to the Security and Pledge Agreement dated as of October 24, 2017

Third Amendment to Credit Agreement dated as of November 12, 2021, by and among Anika Therapeutics, Inc., the Subsidiary Guarantors party thereto, the Lenders party thereto, Bank of America, N.A., as administrative agent, L/C Issuer and Swingline Lender, and the other parties thereto

listed on the signature pages thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-14027) filed by the Registrant on October 27, 2017)

First Amendment effective August 13, 2019, with respect to the Credit Agreement dated as of October 24, 2017 and the Security and Pledge Agreement dated as of October 24, 2017 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-14027) filed by the Registrant on May 22, 2020)

Second Amendment effective May 14, 2020, with respect to the Credit Agreement dated as of October 24, 2017 and First Amendment to the Security and Pledge Agreement dated as of October 24, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-14027) filed on May 22, 2020)

001-14027) filed on November 15, 2021)

License Agreement, dated as of December 20, 2003, by and between Anika Therapeutics, Inc.

and Ortho Biotech Products, L.P.

(incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 30, 2004)

License Agreement, dated as of December 21, 2011, by and between Anika Therapeutics, Inc.

and DePuy Mitek, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on December 22, 2011)

Anika Therapeutics, Inc.

Senior Executive Incentive Compensation Plan

Senior Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on February 6, 2008)

Anika Therapeutics, Inc.

Non-Employee Director Compensation Policy (restated as of February 9, 2022)

†10.9a

Second Amended and Restated 2003 Stock Option and Incentive Plan (adopted April 5, 2011)

†10.9b

Amendment to Second Amended and Restated 2003 Stock Option and Incentive Plan (adopted April 

†10.9c

Form of Incentive Stock Option Agreement under Second Amended and Restated 2003 Stock Option and Incentive Plan  

†10.9d

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under Second Amended and Restated 2003 Stock Option and Incentive Plan

†10.10a

Non-Employee Director Compensation Policy (restated as of December 22, 2023)

Second Amended and Restated 2003 Stock Option and Incentive Plan (adopted April 5, 2011) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 10, 2011)

Amendment to Second Amended and Restated 2003 Stock Option and Incentive Plan (adopted April 11, 2013) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 21, 2013)

Form of Incentive Stock Option Agreement under Second Amended and Restated 2003 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on October 5, 2004)

Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under Second Amended and Restated 2003 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on October 5, 2004)

Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan (as amended effective June 8, 2022)

†10.10b

2017 Omnibus Incentive Plan (as amended effective June 14, 2023) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 21, 2023)

Form of Notice of Grant of Incentive Stock Option, including Terms and Conditions of Stock Option, granted under Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan.

†10.10c

(incorporated by reference to Exhibit 10.13D to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 5, 2021)

Form of Notice of Grant of Nonqualified Stock Option, including Terms and Conditions of Stock Option, granted under Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan

†10.10d

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13E to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 5, 2021)

Form of Notice of Grant of Restricted Stock Award, including Terms and Conditions of Restricted Stock Award, granted under Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan.

†10.10e

(incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 19, 2017)

Form of Notice of Grant of Restricted Stock Units, including Terms and Conditions of Restricted Stock Units, granted under Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan

†10.10f

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13G to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 5, 2021)

Form of Notice of Grant of Deferred Stock Awards Units, including Terms and Conditions of Deferred Stock Units, granted under Anika Therapeutics, Inc.

2017 Omnibus Incentive Plan

†10.10g

2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13H to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 5, 2021)

Anika Therapeutics, Inc.

2021 Employee Stock Purchase Plan (adopted March 17, 2021)

†10.10h

2021 Employee Stock Purchase Plan (adopted March 17, 2021) (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on June 22, 2021)

Anika Therapeutics, Inc.

2021 Inducement Plan (adopted November 4, 2021)

†10.10i

2021 Inducement Plan (as amended on December 22, 2023) (incorporated by reference to Exhibit 99.1 to the Registrant’s Post-Effective Amendment No.

1 to Form S-8 Registration Statement (File No.

333-276622) filed January 22, 2024)

Form of Notice of Grant of Nonqualified Stock Option, including Terms and Conditions of Stock Option, granted under Anika Therapeutics, Inc.

2021 Inducement Plan

†10.10j

2021 Inducement Plan (incorporated by reference to Exhibit 10.10I to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 11, 2022)

Form of Notice of Grant of Restricted Stock Units Award, including Terms and Conditions of Restricted Stock Award, granted under Anika Therapeutics, Inc.

2021 Inducement Plan

†10.10k

2021 Inducement Plan (incorporated by reference to Exhibit 10.10J to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 11, 2022)

Form of Notice of Grant of Deferred Stock Awards Units, including Terms and Conditions of Deferred Stock Units, granted under Anika Therapeutics, Inc.

2021 Inducement Plan

†10.11

2021 Inducement Plan (incorporated by reference to Exhibit 10.10K to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 11, 2022)

Employment Agreement, dated April 23, 2020, by and between Anika Therapeutics, Inc., and Dr.

†10.12

Blanchard (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on April 29, 2020)

Executive Retention Agreement, dated August 10, 2020, by and between Anika Therapeutics, Inc.

and Michael Levitz

****†10.13

and Michael Levitz (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 11, 2022)

Executive Retention Agreement, dated March 9, 2020, by and between Anika Therapeutics, Inc.

and David Colleran

Fixed Dollar Accelerated Share Repurchase Transaction Confirmation entered into as of May 24, 2018 by and between Morgan Stanley & Co.

LLC and Anika Therapeutics, Inc.

Fixed Dollar Accelerated Share Repurchase Transaction Confirmation entered into as of May 7, 2019 by and between Morgan Stanley & Co.

LLC and Anika Therapeutics, Inc.

and David Colleran (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 16, 2023)

Executive Retention Agreement, dated September 27, 2021, by and between Anika Therapeutics, Inc.

and Anne Nunes

Cooperation Agreement, dated April 13, 2023, by and between Anika Therapeutics, Inc.

and Caligan Partners LP, Caligan Partners Master Fund LP and David Johnson (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-14027) filed on April 13, 2023)

List of Subsidiaries of Anika Therapeutics, Inc.

Consent of Deloitte & Touche LLP

Certification of Principal Executive Officer pursuant to Section  

302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

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

Anika Therapeutics, Inc.

Compensation Recovery Policy adopted on November 27, 2023

The following materials from the Annual Report on Form 10-K of Anika Therapeutics, Inc.

for the fiscal year ended December 31, 2023, formatted in Inline XBRL:

 (i) Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021;

(i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022;

(ii) Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2023, December 31, 2022, and December 31, 2021;

(iii) Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2022, December 31, 2021, and December 31, 2020;

(iii) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, December 31, 2022, and December 31, 2021;

(iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, December 31, 2022, and December 31, 2021;

and (v) Notes to Consolidated Financial Statements  

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

6 unchanged sentences

under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.

Pursuant to Rule 406T of Regulation S-T, XBRL (Extensible Business Reporting Language) information is deemed not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934 and otherwise is not subject to liability under these sections.

Filed or furnished herewith

Pursuant to Rule 406T of Regulation S-T, XBRL (Extensible Business Reporting Language) information is deemed not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934 and otherwise is not subject to liability under these sections.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANIKA THERAPEUTICS, INC.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ANIKA THERAPEUTICS, INC.

March 15, 2024

9 unchanged sentences

/s/ MICHAEL LEVITZ

Executive Vice President, Chief Financial Officer

and Treasurer

Executive Vice President, Chief Financial Officer and Treasurer

Michael Levitz

5 unchanged sentences

March 15, 2024

/s/ JEFFERY S.

HENNEMAN, III

Director, Chairman of the Board

March 15, 2024

Henneman, III

/s/ SHERYL L.

March 15, 2024

/s/ JOHN HENNEMAN

John Henneman

March 15, 2024

LARSEN, PH.D.

March 15, 2024

Larsen, Ph.D.

/s/ STEPHEN O.

March 15, 2024

/s/ STEPHEN RICHARD

Stephen Richard

/s/ JEFFERY S.

March 15, 2024

/s/ SUSAN L.N.

March 15, 2024

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-K

Item 9A. Controls and Procedures