ANIK Anika Therapeutics Inc

As filed with the Securities and Exchange Commission on January 19, 2024

Registration No. 333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

  

Anika Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		04-3145961
(State or other jurisdiction of		(I.R.S. Employer Identification No.
incorporation or organization)
32 Wiggins Avenue
Bedford, Massachusetts		01730
(Address of principal executive offices)		(Zip code)

 

 

Anika Therapeutics, Inc. 2021 Inducement Plan

(Full title of the plan)

 

  

Cheryl R. Blanchard

President and Chief Executive Officer

Anika Therapeutics, Inc.

32 Wiggins Avenue

Bedford, Massachusetts 01730

(781) 457-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

	With copies to:
Michael H. Bison		David Colleran
Goodwin Procter LLP		Anika Therapeutics, Inc.
100 Northern Avenue		32 Wiggins Avenue
Boston, MA 02110		Bedford, MA 01730
(617) 570-1933		(781) 457-9261

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement on Form S-8 registers 125,000 additional shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”), to be issued under the Registrant’s 2021 Inducement Plan, as amended (the “Plan”). The additional shares represent an increase in the number of shares of Common Stock reserved for issuance under the Plan, which increase was previously approved by the Registrant’s Board of Directors on December 22, 2023.

 

The additional shares described above are of the same class as other securities relating to the Plan for which the Registrant previously filed a registration statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) on November 5, 2021 (File No. 333-260821) (the “Prior Registration Statement”). The information contained in the Prior Registration Statement, as filed with the Commission, is hereby incorporated by reference pursuant to General Instruction E to Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

Exhibit Number		Description
4.1		Certificate of Incorporation of Anika Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 6, 2018)
4.2		Bylaws of Anika Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on June 6, 2018)
5.1		Opinion of Goodwin Procter LLP
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this registration statement)
99.1		Anika Therapeutics, Inc. 2021 Inducement Plan (as amended on December 22, 2023)
107		Filing Fee Table

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedford, Commonwealth of Massachusetts, as of January 19, 2024.

 

	ANIKA THERAPEUTICS, INC.
	/s/ Cheryl R. Blanchard
	Cheryl R. Blanchard
	President and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Cheryl R. Blanchard and David Colleran, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933 to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 

Signature	Title	Date
/s/ Cheryl R. Blanchard                         Cheryl R. Blanchard	Chief Executive Officer, President and Director (Principal Executive Officer)	January 19, 2024
/s/ Michael L. Levitz                             Michael L. Levitz	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	January 19, 2024
/s/ Jeffery S. Thompson                        Jeffery S. Thompson	Director and Chair of the Board of Directors	January 19, 2024
/s/ Sheryl L. Conley                              Sheryl L. Conley	Director	January 19, 2024
/s/ Gary P. Fischetti                               Gary P. Fischetti	Director	January 19, 2024
/s/ John B. Henneman, III                     John B. Henneman, III	Director	January 19, 2024
/s/ Glenn R. Larsen                                Glenn R. Larsen	Director	January 19, 2024
/s/ Stephen O. Richard                          Stephen O. Richard	Director	January 19, 2024
/s/ Susan L. N. Vogt                              Susan L. N. Vogt	Director	January 19, 2024

 

 

 

 

Exhibit 5.1

 

GOODWIN PROCTER LLP 100 NORTHERN AVENUE BOSTON, MA 02210 GOODWINLAW.COM +1 617 570 1000

  

January 19, 2024

 

Anika Therapeutics, Inc.

32 Wiggins Avenue

Bedford, Massachusetts 01730

 

 

Re: Securities Being Registered under Registration Statement on Form S-8

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 125,000 shares (the “Shares”) of Common Stock, $0.01 par value per share (“Common Stock”), of Anika Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Inducement Plan, as amended (the “Plan”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

	Very truly yours,
	/s/ GOODWIN PROCTER LLP

 

 

  

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 16, 2023, relating to the financial statements of Anika Therapeutics, Inc. and the effectiveness of Anika Therapeutics, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Anika Therapeutics, Inc. for the year ended December 31, 2022.

 

/s/ DELOITTE & TOUCHE LLP

 

Boston, Massachusetts

 

January 19, 2024

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Table

Form S-8

(Form Type)

Anika Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)		Proposed Maximum Offering Price Per Unit (2)				Proposed Maximum Aggregate Offering Price (2)				Fee Rate		Amount of Registration Fee
Equity		2021 Inducement Plan, as amended, Common stock, $0.01 par value per share		Other (2)		125,000(3)		$	21.985			$	2,748,125			0.00014760		$	405.63
Total Offering Amounts												$	2,748,125					$	405.63
Total Fee Offsets																		$	0.00
Net Fee Due																		$	405.63

 

(1)

In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933. The price per share and aggregate offering price are calculated on the basis of $21.985, average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on January 16, 2024.

 

(3)

Represents an additional 125,000 shares of Common Stock issuable under the Plan. These 125,000 shares of Common Stock represent an increase in the number of shares of Common Stock reserved for issuance under the Plan, which increase was approved by the Registrant’s Board of Directors on December 22, 2023. Shares available for issuance under the Plan were previously registered on a Prior Registration Statement.

 

---