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Item 9A. Controls and Procedures

2025-03-17 compared with 2024-03-15 · 30 added, 30 removed, 237 unchanged (20% of the section changed)

14 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2024 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.

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 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.

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

33 unchanged sentences

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, 2024.

We have adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of our securities by our directors, officers and employees and by us.

A copy of the Insider Trading Policy is filed as an exhibit to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

76 unchanged sentences

Anika Therapeutics, Inc.

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

Non-Employee Director Compensation Policy (restated as of December 22, 2023) (incorporated by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 15, 2024)

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.

42 unchanged sentences

001-14027) filed on March 11, 2022)

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

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

4 unchanged sentences

001-14027) filed on March 11, 2022)

Executive Retention Agreement, dated March 9, 2020, by and between 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 December 12, 2024, by and between Anika Therapeutics, Inc.

and David Colleran

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)

and Anne Nunes (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 15, 2024)

Executive Retention Agreement, dated December 12, 2024, by and between Anika Therapeutics, Inc.

and Steve Griffin

Cooperation Agreement, dated May 28, 2024, by and among Anika Therapeutics, Inc.

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

001-14027) filed by the Registrant on May 28, 2024)

Offer letter, dated May 2, 2024, by and among Anika Therapeutics, Inc.

and Stephen Griffin (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-14027) filed by the Registrant on May 8, 2024)

Transitional Services and Separation Agreement, dated May 2, 2024, by and among Anika Therapeutics, Inc.

and Michael Levitz (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

001-14027) filed by the Registrant on May 8, 2024)

Restated Insider Trading Policy

List of Subsidiaries of Anika Therapeutics, Inc.

5 unchanged sentences

Anika Therapeutics, Inc.

Compensation Recovery Policy adopted on November 27, 2023

Compensation Recovery Policy adopted on November 27, 2023 (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K (File No.

001-14027) filed on March 15, 2024)

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

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March 14, 2025

/s/ MICHAEL LEVITZ

/s/ STEPHEN GRIFFIN

Executive Vice President, Chief Financial Officer and Treasurer

Michael Levitz

Stephen Griffin

(Principal Financial Officer)

8 unchanged sentences

Henneman, III

/s/ JOSEPH H.

March 14, 2025

/s/ SHERYL L.

1 unchanged sentence

March 14, 2025

/s/ WILLIAM R.

March 14, 2025

LARSEN, PH.D.

3 unchanged sentences

March 14, 2025

/s/ JEFFERY S.

March 15, 2024

/s/ SUSAN L.N.

1 unchanged sentence

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