(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 18,~~October 17, 2019, there were ~~13,782,928~~14,269,367 outstanding shares of Common Stock, par value $0.01 per share.

References in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “our company,” and other similar references refer to Anika Therapeutics, Inc. and its subsidiaries unless the context otherwise indicates.

ANIKA, ANIKA THERAPEUTICS, CINGAL, HYAFF, MONOVISC, and ORTHOVISC are our registered ~~trademarks.~~trademarks, and TACTOSET is our trademark. This Quarterly Report on Form 10-Q also contains additional registered marks, trademarks, and trade names, including ones that are the property of other companies and licensed to us.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~

~~The accompanying notes are an integral part of these consolidated financial statements.~~

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(amounts in thousands, except share and per share amounts or as otherwise noted)

On May 2, 2018, the Company publicly disclosed a voluntary recall of certain lots of its HYAFF-based products, HYALOFAST, HYALOGRAFT C, and HYALOMATRIX. The Company initiated the recall after internal quality testing, which indicated that the products were at risk of not maintaining certain measures throughout their entire shelf life. While there was no indication of any safety or efficacy issue related to the products at the time, the Company removed the products from the field as a precautionary measure. During the three-month period ended March 31, 2018, the Company recorded a revenue reserve for this voluntary recall of $1.1 million of which $0.9 million was related to revenue recorded in prior periods. The adjustments related to the initial revenue reserve subsequent to June 30, 2018 were immaterial. The revenue reserves impacted Dermal and Orthobiologics product groups and all geographic locations. Recall recovery activities were completed during the fourth quarter of 2018, and product shipments resumed in December 2018.

The Company recorded ~~$1.4~~$1.3 million and ~~$1.3~~$1.2 million of stock-based compensation expense for the three-month periods ended ~~June~~September 30, 2019 and 2018, respectively. The Company recorded ~~$2.8~~$4.1 million and ~~$8.9~~$10.1 million of stock-based compensation expense for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 and 2018, respectively. Upon the retirement of the Company’s former Chief Executive Officer on March 9, 2018, all of his outstanding stock-based compensation awards vested in full and became exercisable in accordance with their terms, resulting in a one-time expense of $6.2 million that was fully recognized during the three-month period ended March 31, 2018.

The Company presents the expenses related to stock-based compensation awards in the same expense line items as cash compensation paid to each of its employees as follows:

On June 18, 2019, the Company’s stockholders approved an amendment to the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”). The amendment increased the number of shares of common stock reserved under the 2017 Plan by 1,500,000 from 1,200,000 to 2,700,000. Additionally, the amendment provided greater clarity with respect to the sections governing minimum vesting and tax withholding to facilitate plan administration. No other provisions of the 2017 Plan were amended.

The following table sets forth share information for stock-based compensation awards granted and exercised during the ~~three~~three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 and 2018:

During the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, the Company granted stock-based compensation awards in the form of stock options, PSUs, and RSUs to employees and RSUs to non-employee directors, the majority of which become exercisable or vest ratably over a three-year period. The PSUs granted to employees contained performance conditions with business and financial targets. The business target, amounting to 30% of the total performance conditions, will be measured based on achievement in the 2019 fiscal year, while the financial targets, amounting to 70% of the total performance conditions, will ultimately be measured with respect to the Company’s operating results in the 2021 fiscal year. The Company recorded $0.3 million and ~~$0.4~~$0.7 million of stock-based compensation expense associated with PSUs for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, respectively.

Stock options of ~~1.0~~0.4 million and ~~0.7~~0.9 million shares were outstanding for the three-month periods ended ~~June~~September 30, 2019 and 2018, respectively, and were not included in the computation of diluted EPS because the awards’ impact on EPS would have been anti-dilutive. Stock options of ~~1.0~~0.7 million and 0.6 million shares were outstanding for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 and 2018 and were not included in the computation of diluted EPS because the awards’ impact on EPS would have been anti-dilutive.

On May 2, 2019, the Company announced that its Board of Directors had authorized the repurchase of up to $50.0 million shares of the Company’s common stock with $30.0 million to be repurchased through an accelerated share repurchase program and up to $20.0 million to be potentially repurchased on the open market from time-to-time. Through ~~June~~September 30, 2019, no open market repurchases had been executed. On May 7, 2019, the Company entered into an accelerated share repurchase agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) pursuant to a Fixed Dollar Accelerated Share Repurchase Transaction (“ASR Agreement") to purchase $30.0 million shares of the Company’s common stock. Pursuant to the terms of the ASR Agreement, the Company delivered $30.0 million cash to Morgan Stanley and received an initial delivery of 0.5 million shares of the Company’s common stock on May 8, 2019 based on a closing market price of $39.85 and the applicable contractual discount. This was approximately 60% of the then estimated total number of shares expected to be repurchased under the ASR Agreement. These shares were restored to the status of authorized but unissued shares. The initial delivery of shares resulted in an immediate reduction of the number of outstanding shares used to calculate the weighted-average of shares of the Company’s common stock outstanding for basic and diluted net income per share on the effective date of the ASR Agreement.

As of ~~June~~September 30, 2019, the Company has approximately $12.0 million remaining under the ASR Agreement, which was recorded as an equity forward sale contract and was included in additional paid-in capital in stockholders’ equity in the condensed consolidated balance sheet as it met the criteria for equity accounting. Pursuant to the terms of the ASR Agreement, the final number of shares and the average purchase price will be determined at the end of the applicable purchase period, which is expected to occur in the first quarter of 2020. Upon settlement of the ASR Agreement, the Company may receive additional shares or be required to either pay additional cash or deliver shares of its common stock (at its option) to Morgan Stanley, based on the forward price. If the ASR Agreement had been settled as of ~~June~~September 30, 2019, based on the volume-weighted average price since the effective date of the ASR Agreement, Morgan Stanley would have been required to deliver approximately ~~0.3~~0.2 million additional shares to the Company’s common stock. However, the Company cannot predict the final number of shares to be received, or delivered, by it under the ASR Agreement. These shares are not included in the calculation of diluted weighted-average of shares of common stock outstanding during the period because the effect is anti-dilutive.

Other long-term assets include ~~$4.5~~$5.4 million and $3.8 million of inventory expected to remain on hand beyond one year as of ~~June~~September 30, 2019 and December 31, 2018, respectively.

The aggregate amortization expense related to intangible assets was ~~$0.2~~$0.3 million and ~~0.3~~0.2 million for the three-month periods ended ~~June~~September 30, 2019 and 2018, respectively. The aggregate amortization expense related to intangible assets was ~~$0.5~~$0.8 million for each of the ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 and 2018.

The Company recorded a $0.3 million impairment charge for the HYALOSPINE developed technology asset in the three-month period ended March 31, 2019. HYALOSPINE was an adhesion prevention gel for use after spinal surgery and received initial CE Mark approval in January 2015. In March 2019, the Company made the decision not to renew the CE Mark as the product was not aligned with the Company’s core strategic focus. As a result, an impairment charge was recorded. This amount is included in selling, general & administrative expenses on the Company’s condensed consolidated statements of operations.

Through ~~June~~September 30, 2019, except as set forth in this paragraph, there have not been any other events or changes in circumstances that indicate that the carrying value of the other acquired intangible assets may not be recoverable. The Company was notified by the distributor of MEROGEL INJECTIBLE that it would not continue to order the product from the Company or market the product. As a result, the depreciation schedule of the remaining $0.1 million of net book value was accelerated. The Company continues to monitor and evaluate the financial performance of its business including the impact of general economic conditions, to assess the potential for the fair value of the reporting unit to decline below its recorded amount.

Included in Compensation and related expenses as of June 30, 2019 are the accrued and unpaid costs related to the retirement of the Company’s former Chief Executive Officer as of March 9, 2018. On the same date, the Company and the former Chief Executive Officer entered into a release agreement related to terms in his employment agreement. Under the terms of these agreements, the former Chief Executive Officer is entitled to receive from the Company, as a result of his retirement, aggregate benefits of $1.7 million over the 18-month period subsequent to March 9, 2018, among other benefits. The unpaid amounts under these agreements are included in accrued expenses. As more fully described in Note 6, all of the former Chief Executive Officer’s outstanding equity awards vested in full and became exercisable upon his retirement. The lease liability as of ~~June~~September 30, 2019 is the result of the Company adopting ASU 2016-02 as of January 1, 2019 as more fully described in Note 12.

12.	Operating Leases

The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective adoption method, which did not require it to restate prior periods, and there was no impact on retained earnings. The transition guidance associated with ASU 2016-02 also permitted certain practical expedients. The Company has elected the “package of 3” practical expedients permitted under the transition guidance which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company also adopted the practical expedient to use hindsight to determine the lease term. The Company adopted an accounting policy which provides that leases with an initial term of 12 months or less and no purchase option the Company is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its consolidated balance sheet. The Company elected an accounting policy to combine the non-lease components (which include common area maintenance, taxes and insurance) with the related lease component. The Company elected this practical expedient to all asset classes upon the adoption of ASU 2016-02.

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year are recognized on the consolidated balance sheet as right-of-use assets, lease liabilities, and, if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding right-of-use assets are recorded based on the present values of lease payments over the lease terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to the right-of-use assets may be required for items such as initial direct costs paid, incentives received or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability by using revised inputs as of the reassessment date, and adjust the right-of-use asset.

The Company has two primary leases, which are its real estate leases in Bedford, Massachusetts and Padova, Italy. The Company leases approximately 134,000 square feet of administrative, research and development, and manufacturing space in Bedford, Massachusetts (the “Bedford lease”), and approximately 33,000 square feet of office, research and development, training, and warehousing space in Padova, Italy (the “Padova lease”). The current term of the Bedford lease extends to 2022 with several lease renewal options into 2038, and the current term of the Padova lease extends to 2032, with a right to terminate at the Company’s option in 2026 without penalty.

The Company identified and assessed significant assumptions in recognizing the right-of-use asset and lease liability on January 1, 2019 as follows:

Incremental borrowing rate. The Company derives its incremental borrowing rate from information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate represents a collateralized rate of interest the Company would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company’s lease agreements do not provide implicit rates. As the Company did not have any external borrowings at the transition date with comparable terms to its lease agreements, the Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of the lease. The weighted average discount rate at ~~June~~September 30, 2019 is 4.1%.

Lease term. The Company applied the hindsight practical expedient and as a result the lease term for the Bedford lease was determined to include all lease renewal options. There were no changes to the lease terms for its other leases. For the Padova lease, the Company considered the termination option when determining the lease term. The weighted average lease term at ~~June~~September 30, 2019 is ~~17.3~~17.1 years.

The components of lease expense and other information are as follows:

	For the three months ended June 30, 2019		For the six months ended June 30, 2019		For the three months ended September 30, 2019		For the nine months ended September 30, 2019
Lease cost
Operating lease cost	$	521	$	1,043	$	525	$	1,568
Short-term lease cost		4		6		-		6
Variable lease cost		60		112		43		155
Total lease cost	$	585	$	1,161	$	568	$	1,729

Other information
Operating cash flows from operating leases	$	497	$	994	$	488	$	1,482

Future commitments due under these lease agreements as of ~~June~~September 30, 2019 are as follows:

The following table summarizes the future minimum payments due for the Company’s operating leases under the prior lease guidance without the hindsight practical expedient for each of the next five years and the total thereafter as of December 31, 2018:

You should read the following discussion in conjunction with our financial statements and related notes appearing elsewhere in this report. In addition to historical information, this report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission ("SEC") encourages companies to disclose forward-looking statements so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as "will," "likely," "may," "believe," "expect," "anticipate," "intend," "seek," "designed," "develop," "would," "future," "can," "could," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements regarding expected future operating results, expectations regarding the timing and receipt of regulatory results, anticipated levels of capital expenditures, and expectations of the effect on our financial condition of claims, litigation, and governmental and regulatory proceedings.

Please also refer to those factors described in “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018 and in Part II, Item 1A “Risk Factors” of this report for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

We are a global, integrated ~~orthopedic~~joint preservation and regenerative ~~medicines~~therapies company based in Bedford, Massachusetts. We are committed to ~~improving~~delivering innovative therapies to improve the lives of patients ~~with degenerative orthopedic diseases and traumatic conditions with clinically meaningful therapies along the~~across a continuum of care from ~~palliative~~osteoarthritis pain management to ~~regenerative tissue repair.~~joint preservation and restoration. We have over two decades of global expertise ~~developing, manufacturing, and~~ commercializing ~~our~~more than 20 products based on our proprietary hyaluronic acid (“HA”) technology. Our ~~orthopedic medicine~~therapeutic portfolio includes ORTHOVISC, MONOVISC, and CINGAL, viscosupplements which alleviate osteoarthritis pain and restore joint function by replenishing depleted HA, TACTOSET, a surgically-delivered therapy for bone repair procedures, and HYALOFAST, a solid HA-based scaffold to aid cartilage repair and regeneration.

Our therapeutic offerings consist of products in the following areas: Orthobiologics, Dermal, Surgical, and Other, which includes our ophthalmic and veterinary products. All of our products are based on HA, a naturally occurring, biocompatible polymer found throughout the body. Due to its unique biophysical and biochemical properties, HA plays an important role in a number of physiological functions such as the protection and lubrication of soft tissues and joints, the maintenance of the structural integrity of tissues, and the transport of molecules to and within cells.

Our proprietary technologies for modifying the HA molecule allow product properties to be tailored specifically to therapeutic use. Our patented technology chemically modifies HA to allow for longer residence time in the body. We also offer products made from HA based on two other technologies: HYAFF, which is a solid form of HA, and ACP gel, an autocross-linked polymer of HA. Our technologies are protected by an extensive portfolio of owned and licensed patents.

Since our inception in 1992, we have utilized a commercial partnership model for the distribution of our products to end-users. Our strong, worldwide network of distributors has historically provided, and continues to provide, a solid foundation for our revenue growth and territorial expansion. ~~For near-term~~In the third quarter of 2019, we completed the implementation of a U.S.-based hybrid commercial model through which we launched TACTOSET, our surgically-delivered bone repair therapy. By utilizing a network of regional and ~~long-term~~local distributors in conjunction with our own small internal sales team, our hybrid model grants us a direct line of sight to our customers, enhanced commercial control over all aspects of sales, marketing, and market access, and the ability to scale our operations where and when appropriate. We intend to employ our hybrid commercial strategy for additional opportunities in the U.S. market, especially with respect to surgical products utilized in an operating room environment, we are executing a hybrid commercial strategy in the U.S. that balances a small direct model with an optimal form of strategic partnership. We are initially utilizing this model to commercialize our injectable, HA-based, surgical bone repair product in the United States.environment. For longer-term future products in the U.S. market, especially those that are not utilized in an operating room environment, we intend to evaluate the appropriate commercial model for each instance on a case-by-case basis, based on market dynamics, product type and other factors. These models could include direct sales, distribution partnerships, or a hybrid of those forms. We believe that the combination of the direct and distribution commercial models will maximize the revenue potential from our current and future product portfolio.

Please see the section captioned “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Management Overview” in our Annual Report on Form 10-K for the year ended December 31, 2018, for a description of each of the above therapeutic areas, including the individual products.

On May 2, 2018, we publicly disclosed a voluntary recall of certain production lots of our HYAFF-based products, HYALOFAST, HYALOGRAFT C, and HYALOMATRIX. We communicated with all affected distributors in advance of that announcement, and we are taking all required or otherwise appropriate actions with respect to applicable regulatory bodies. We initiated the recall following internal quality testing, which indicated that the products were at risk of not maintaining certain measures throughout their entire shelf life. While there was no indication of any safety or efficacy issue related to the products, we are committed to the highest standards of quality and removed the products from the field as a precautionary measure. During the fourth quarter of 2018, we resolved this matter and resumed shipment of these products.

We deployed our hybrid commercial model in the U.S. by onboarding four regional sales directors and engaging our first U.S. distribution agent.

We completed the soft commercial launch and the first sale of TACTOSET, our first surgically-delivered regenerative therapy in the U.S. for bone repair procedures.

We expanded our experienced executive team with the addition of James Loerop as Executive Vice President of Business Development and Strategic Planning, and completed the recruitment efforts of the Vice President of Regulatory, Quality and Clinical Affairs, filled by Mira Leiwant.

We held an Analyst and Investor Day highlighting key facets of our 5-year strategic plan and providing updates on our transformation into a global commercial company.

Our research and development efforts primarily consist of the development of new medical applications for our HA-based technology, the management of clinical trials for certain product candidates, the preparation and processing of applications for regulatory approvals or clearances at all relevant stages of product development, and process development and scale-up manufacturing activities for our existing and new products. Our development focus is orthopedic and regenerative medicine and includes products for joint tissue ~~protection, repair,~~preservation and ~~regeneration.~~restoration, and we believe that our HA platform technology provides broad pipeline versatility and expansion opportunities within this targeted space. We routinely interact with key external stakeholders to leverage customer and patient insights in our development process to ensure that we bring needed therapies to the market. We anticipate that we will continue to commit significant resources in the near future to research and development activities, including in relation to preclinical activities and clinical trials. These activities are aimed at the delivery of a steady cascade of new product development and launches over the next several years.

In the third quarter of 2017, we submitted an application to the FDA for 510(k) clearance of ~~an injectable, HA-based surgical~~TACTOSET, a surgically-delivered therapy for bone repair ~~product~~procedure that is reabsorbed by the body and replaced by the growth of new bone during the healing process. We received the 510(k) clearance from the FDA in December 2017, and we ~~expect to make~~made this bone repair product commercially available in the United States during the third quarter of 2019 utilizing the previously-described hybrid commercial approach. In addition, we are working to expand our regenerative medicine pipeline with a new product candidate in the form of an implant for rotator cuff repair utilizing our proprietary solid HA, which could be used to repair partial and full-thickness rotator cuff tears. We finalized development of an initial product prototype during the fourth quarter of 2018. We are currently working on refining the prototype and performing preclinical testing of and developing the surgical instrumentation for the potential product. We anticipate that we will seek 510(k) clearance for this product ~~during~~in late 2020 or early 2021, with a potential commercial launch to occur in ~~mid-2021.~~late 2021.

Our third generation, single-injection osteoarthritis product under development in the United States, CINGAL, which is composed of our proprietary cross-linked HA material combined with an approved steroid and is designed to provide both short- and long-term pain relief to patients, is a main pipeline product and a component of our growth strategy. We completed an initial CINGAL Phase III clinical trial ~~including the associated statistical analysis for 368 enrolled patients,~~ during the fourth quarter of 2014 ~~with data indicating that the product met all primary~~ and ~~secondary endpoints relative to placebo set forth for the trial. During~~an associated retreatment study in the first half of ~~2015, we completed a CINGAL retreatment study with 242 patients who had participated in~~2015. The results of the ~~Phase III clinical trial and reported safety data related to the retreatment study. This~~ initial Phase III clinical trial and the associated retreatment study supported the Health Canada and CE Mark approval of the product, and the commercial launch of the product in both Canada and the European Union occurred in the second quarter of 2016. In the United States, after discussions with the U.S. Food and Drug Administration (“FDA”) related to the regulatory pathway for CINGAL, ~~we conducted~~and a formal meeting with the FDA’s Office of Combination Products (“OCP”) ~~to present and discuss our data in September 2015, and~~, we submitted a formal request for designation with OCP ~~a month later.~~in October 2015. In its response, ~~to our formal request for designation,~~ OCP assigned the product to the FDA’s Center for Drug Evaluation and Research (“CDER”) as the lead agency center for premarket review and regulation. We then held discussions with CDER to understand the requirements for submitting a New Drug Application (“NDA”) for CINGAL. We held a meeting with CDER in September 2016 to align on an approval framework and on submission requirements for this NDA for CINGAL, including the execution of an additional Phase III clinical trial to supplement our existing CINGAL pivotal study data. We submitted an IND in late 2016, and discussions with CDER indicated that they did not have objections to our clinical protocol design. As a result, wesubsequently commenced work on ~~this~~a second Phase III clinical trial (“CINGAL 16-02 Study”) in the first quarter of 2017 and ~~the first patient was treated in the second quarter of 2017. Enrollment of the 576 patients in this second Phase III clinical trial was completed during October 2017, and we~~ completed the ~~six-month patient~~associated 6-month follow-up in April 2018. We received and analyzed the data from the CINGAL 16-02 Study during the second quarter of 2018, and, while substantial pain reduction associated with CINGAL was evident at each measurement point, we determined based on statistical analysis that it did not meet the primary study endpoint of demonstrating a statistically significant difference in pain reduction between CINGAL and the approved steroid component of CINGAL at the six-month time point. In the third quarter of 2017, we initiated an additional three-month extended follow-up study in conjunction with the CINGAL 16-02 Study to investigate the efficacy of CINGAL over this longer period. The first patients were enrolled in this follow-up study in the fourth quarter of 2017 and we completed the nine-month patient follow-up in the third quarter of 2018. In the first quarter of 2019, we met with the FDA to discuss the potential approval pathway for CINGAL in the United States moving forward in light of the work we have previously done. In the meeting, the FDA indicated that an additional Phase III clinical trial would be necessary to support U.S. marketing approval for CINGAL, and we received feedback from the FDA on the parameters and requirements for this additional clinical trial. After substantial internal review, we ~~have~~ decided to conduct a pilot study to enable us to evaluate our full-scale Phase III clinical trial design, including patient and site selection criteria, and increase the probability of success for the Phase III trial. We expect to begin enrolling patients in the pilot study in the first half of 2020.

We have several research and development programs underway for new products, including for HYALOFAST (in the United States), an innovative product for cartilage tissue repair, and other early stage regenerative medicine development programs. HYALOFAST, which received CE Mark approval in September 2009, is commercially available in Europe and certain international countries. During the first quarter of 2015, we submitted an Investigational Device Exemption (“IDE”) for HYALOFAST to the FDA, which was approved in July 2015. We commenced patient enrollment in a clinical trial in December 2015 and advanced site initiations and patient enrollment activities. In the second quarter of 2016, a supplement to the HYALOFAST IDE was approved to expand the inclusion criteria for the clinical study, which was aimed at decreasing the time needed to complete the clinical trial. An additional supplement to the HYALOFAST IDE was approved in June 2019, amending the clinical protocol to allow worldwide trial site locations and to adjust inclusion criteria with the goal of accelerating trial enrollment and maximizing our probability of a successful trial outcome. Given the changing medical landscape with respect to the randomization arm for this trial, the microfracture procedure, we are also actively pursuing other alternative strategies to accelerate patient enrollment. The previously-described voluntary recall of certain production lots of our HYAFF-based products did not impact the HYALOFAST clinical trial, as the product used in the clinical trial is not sourced from the affected production lots.

We are also currently proceeding with other research and development programs, one of which utilizes our proprietary HA technology to treat pain associated with common repetitive overuse injuries, such as lateral epicondylitis, also known as tennis elbow. We submitted a CE Mark application for this treatment during the first quarter of 2016 and received a CE Mark for the treatment of pain associated with tennis elbow in December 2016. We began work towards a post-market clinical study in relation to the CE Mark for this product in the fourth quarter of 2018. Outside of the United States, this product is marketed under the trade name ORTHOVISC-T. Additionally, in the second quarter of 2016, we submitted an IDE to the FDA to conduct a Phase III clinical trial for this treatment, which was approved by the FDA in June 2016. Notwithstanding that approval and in light of recent changes to the regulatory environment for HA-based products, in the first quarter of 2019, the FDA requested that we submit this product to OCP for designation, which we did early in the second quarter of 2019. We remain in discussions with the FDA with respect to the designation and approval pathway for this product. We also have several other research and development programs underway focused on expanding the indications of our current products, including MONOVISC. During 2019, we will also be performing post-market clinical work in relation to the CE Mark for MONOVISC.

In addition to other early stage research and development initiatives we ~~are undertaking,~~have undertaken, we previously entered into an agreement with the University of Liverpool in January 2018 to develop an injectable mesenchymal stem cell therapy for the treatment of age-related ~~osteoarthritis with~~osteoarthritis. This agreement was mutually terminated in August 2019 after discussions between the goal of bringing a therapeutics candidate through clinical trials to market to meet an unmet therapeutic need. We are currently in the preclinical phase of this program and aim to finalize proof of concept during the second quarter of 2020.parties.

~~Three-~~Three and ~~Six-Months~~Nine Months Ended ~~June~~September 30, 2019 Compared to ~~Three-~~Three and ~~Six-Months~~Nine Months Ended ~~June~~September 30, 2018

Product revenue for the three-month period ended ~~June~~September 30, 2019 was ~~$30.4~~$29.6 million, ~~a decrease~~an increase of ~~$0.1~~$2.8 million as compared to ~~$30.5~~$26.8 million for the three-month period ended ~~June~~September 30, 2018. Product revenue for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019 was ~~$55.1~~$84.7 million, an increase of 6%8%, or ~~$3.3~~$6.2 million, as compared to ~~$51.8~~$78.6 million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2018. For the three-month period ended ~~June~~September 30, 2019, the ~~decrease~~increase in product revenue was driven by growth in our orthobiologics, ~~and surgical franchises, offset by decreases resulting from order timing in our~~ dermal and other franchises. For the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, the increase in product revenue was driven by growth in our orthobiologics, dermal and surgical franchises, partially offset by a decrease resulting from order timing in our other franchise.

Our orthobiologics franchise consists of orthopedic pain management and regenerative therapies. Overall, sales increased 1%11% and 6%7% for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, respectively, as compared to the same periods in 2018. For the three-month period ended ~~June~~September 30, 2019, ~~there were~~the increase was primarily driven by increased sales of MONOVISC domestically, supplemented by an increase in sales of our international viscosupplement products, led by ~~strong CINGAL sales. This increase was partially offset by a decrease in U.S. viscosupplement revenue in the period.~~CINGAL. The increase in revenue for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019 was primarily driven by increased revenue from MONOVISC domestically and internationally, as well as increased revenue from CINGAL in international markets. We expect orthobiologics product revenue in 2019 to continue to increase as compared to 2018, primarily due to the growth in international CINGAL and global MONOVISC revenue and the U.S. commercial launch of ~~our injectable, HA-based surgical bone repair product in the U.S.~~TACTOSET via the previously-described hybrid commercial approach.

Our surgical franchise consists of products used to prevent surgical adhesions and to treat ear, nose, and throat (“ENT”) disorders. ~~Sales of our surgical products increased 66% and 39% for~~For the ~~three- and six-month periods~~three-month period ended ~~June~~September 30, 2019, ~~to $2.1~~surgical product sales decreased by $0.6 million ~~and $3.5 million, respectively,~~ as compared to the same ~~periods~~period in 2018 resulting primarily from order timing. For the nine-month period ended September 30, 2019, sales increased $0.4 million as compared to the same period in 2018. The increase in surgical product revenue for the ~~three- and six-month periods~~nine-month period was due to increased sales to our worldwide ENT commercial partner and higher sales of surgical anti-adhesion products to our international distributors. We expect surgical product revenue to ~~increase~~remain flat in 2019 as compared to ~~2018 primarily due to increased worldwide revenue associated with sales of our surgical anti-adhesion product and ENT sales.~~2018.

Our dermal franchise consists of advanced wound care products, which arebased on our HYAFF technology, and aesthetic dermal fillers. Our advanced wound care products treat complex skin wounds ranging from burns to diabetic ulcers, with HYALOMATRIX and HYALOFILL as the lead products. ~~For~~Sales of our dermal products increased $0.3 million and $0.8 million for the ~~three-month period~~three- and nine-month periods ended ~~June~~September 30, 2019, ~~dermal product sales decreased by $0.2~~to $0.4 million and $1.0 million, respectively, as compared to the same ~~period~~periods in ~~2018 resulting primarily from order timing.~~2018. For the ~~six-month period~~three- and nine-month periods ended ~~June~~September 30, 2019, ~~sales increased $0.5 million as compared to~~ the ~~same period in 2018. This increase was~~increases were due to recovery from the previously-described voluntary recall of certain production lots of our HYAFF-based products in 2018. We expect dermal sales to increase in 2019 as a result of resuming HYALOMATRIX shipments in late 2018 after the product was impacted by the voluntary recall in 2018.

Other product revenue includes revenues from our ophthalmic and veterinary franchises. Other product revenue ~~decreased~~increased for the three-month period ended ~~June~~September 30, 2019 by ~~$1.1~~$0.4 million or ~~43%~~31%, and decreased by ~~$0.7~~$0.2 million or ~~19%~~5%, for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, each as compared to the corresponding period in 2018. We expect other product revenue to ~~decrease modestly~~remain flat in 2019 as compared to ~~2018, primarily as a result of decreased sales to one of our ophthalmic distributors offset in part by increased revenue from veterinary products.~~2018.

Product gross profit for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 increased ~~$1.2~~$5.2 million and ~~$5.2~~$10.3 million to ~~$23.6~~$23.7 and ~~$41.0~~$64.7 million, respectively, representing ~~77.5%~~79.9% and ~~74.3%~~76.3% of product revenue. Product gross profit for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2018 was ~~$22.4~~$18.5 million and ~~$35.8~~$54.3 million, respectively, or ~~73.3% and~~ 69.1% of product revenue for each of the ~~periods, respectively.~~periods. The increase in product gross margin for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, as compared to the same periods in 2018, was ~~primarily~~in part due to more favorable changes in revenue mix, ~~and certain inventory charges related to our solid HA~~including an increase in domestic royalty revenue from the viscosupplement business. In addition, the product ~~lines incurred during~~gross margin for the nine-month period ended September 30, 2018 ~~periods.~~was also adversely impacted by the previously-describedvoluntary product recall.

Research and development expenses for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 were $4.2 million and ~~$8.4~~$12.6 million, representing 14% and 15% of total revenue for the respective periods, a decrease of ~~$0.6~~$0.1 million and $1.5 million, respectively, as compared to the same periods in 2018. The ~~decrease~~decreases in research and development expense ~~was~~were primarily due to lower clinical trial expenses related to CINGAL for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, as compared to the same periods in 2018, partially offset ~~in part~~ by higher pre-clinical product development activities associated with the development of product candidates in our research and development pipeline, including our rotator cuff ~~therapy, and additional expenses associated with compliance activities related to the European Union Medical Device Regulation.~~therapy. Research and development expenses may potentially increase in 2019 as compared to 2018 as we further develop new products and clinical trial activities, including preparation for the CINGAL pilot study, perform required post-market clinical follow-ups for our MONOVISC and ORTHOVISC-T products in the European Union ~~and as a result of current or future changes~~related to the ~~regulatory environments in the jurisdictions in which we do business.~~European Union Medical Device Regulation.

Selling, general and administrative (“SG&A”) expenses for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 were $7.5 million and ~~$15.2~~$22.7 million, representing 25% and ~~28%~~27% of total revenue for the period, an increase of ~~$1.1~~$1.8 million and decrease of ~~$7.3~~$5.5 million, respectively, as compared to the same periods in 2018. The increase in SG&A expenses for the three-month period ended ~~June~~September 30, 2019 was primarily due to the ~~result~~establishment of our U.S. hybrid commercial model and the soft launch of TACTOSET, including increased personnel-related costs and external professional fees. The decrease for the ~~six-month~~nine-month period was primarily due to the one-time, non-cash, stock-based compensation expense of approximately $8.0 million in the three-month period ended March 31, 2018 related to the retirement of our former Chief Executive Officer. We expect SG&A expenses for 2019 to decrease in comparison to 2018 due to the above mentioned one-time charge. The decrease will be partially offset by investments in our global commercial capabilities and the implementation of improved business and financial technology platforms required to grow our business.

The provision for income taxes was ~~$3.0~~$3.3 million and ~~$4.5~~$7.8 million for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, based on effective tax rates of ~~24.2%~~26.6% and ~~24.3%~~25.3%, respectively. The provision for income taxes was ~~$1.4~~$1.5 million and ~~$0.4~~$1.9 million for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2018, based on effective tax rates of ~~12.5%~~16.4% and ~~10.4%~~14.7%, respectively. The net increase in the effective tax rate for the three- and ~~six-~~nine- month periods ended ~~June~~September 30, 2019, as compared to the same periods in 2018, was primarily due to the windfall tax benefit we realized in June 2018 related to exercises of employee equity awards offset by the limitation on the deductibility of executive compensation for accelerated stock vesting upon the retirement of our former Chief Executive Officer on March 9, ~~2018 in~~2018. In addition, towe recorded a $0.3 million and $0.4 million tax shortfall for the ~~windfall tax benefit we realized in June 2018~~three- and nine-month periods ended September 30, 2019 related to exercises of employee equity awards. ~~We realized an immaterial shortfall for the three- and six-month periods ended June 30, 2019.~~

We present information below with respect to adjusted EBITDA, which we define as our net income excluding interest and other income, net, income tax benefit (expense), depreciation and amortization, and stock-based compensation. This financial measure is not based on any standardized methodology prescribed by accounting principles generally accepted in the United States (“GAAP”) and are not necessarily comparable to similarly titled measures presented by other companies.

We have presented adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance and to develop operational goals for managing our business. We believe this financial measure helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. In particular, we believe that the exclusion of the expenses eliminated in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance. Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.

Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the nearest GAAP equivalent. Some of these limitations are:

adjusted EBITDA excludes depreciation and amortization and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;

we exclude stock-based compensation expense from adjusted EBITDA although (a) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy and (b) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position;

the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results;

adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;

adjusted EBITDA does not reflect provision for (benefit from) income taxes or the cash requirements to pay taxes; and

��

•

adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments.

The following is a reconciliation of net income to adjusted EBITDA for the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019 and 2018, respectively:

	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018			2019			2018
Net income	$	9,435		$	10,092		$	13,942		$	3,405		$	9,200		$	7,599		$	23,142		$	11,004
Interest and other income, net		(533	)		(290	)		(1,031	)		(385	)		(482	)		(522	)		(1,513	)		(907	)
Provision for income taxes		3,013			1,444			4,486			394			3,331			1,496			7,817			1,890
Depreciation and amortization		1,466			1,447			2,943			2,920			1,516			1,513			4,459			4,433
Stock-based compensation		1,443			1,322			2,829			8,887			1,311			1,177			4,140			10,064
Adjusted EBITDA	$	14,824		$	14,015		$	23,169		$	15,221		$	14,876		$	11,263		$	38,045		$	26,484

Adjusted EBITDA in the three- and ~~six-month~~nine-month periods ended ~~June~~September 30, 2019, increased ~~$0.8~~$3.6 million and ~~$7.9~~$11.6 million, respectively, as compared with the comparable periods in 2018. The increase in adjusted EBITDA for the periods was primarily due to an increase in total revenue, product gross profit and operating income as a result of a ~~reduction in inventory related charges and a~~ more favorable revenue mix.In addition, the product gross margin for the nine-month period ended September 30, 2018 was also adversely impacted by the previously-describedvoluntary product recall.

Liquidity and Capital Resources

We require cash to fund our operating expenses and to make capital expenditures. We expect that our requirements for cash to fund these uses will increase as our operations expand. Historically we have generated positive cash flow from operations, which, together with our available cash, investments, and debt, have met our cash requirements. Cash, cash equivalents, and investments aggregated ~~$141.5~~$173.2 million and $159.0 million, and working capital totaled ~~$179.5~~$212.6 million and $191.7 million as of ~~June~~September 30, 2019 and December 31, 2018, respectively. In addition, as of ~~June~~September 30, 2019, we have $50.0 million of available credit under our senior revolving credit facility with Bank of America, N.A. We believe that we have adequate financial resources to support our business for at least the twelve months from the issuance date of our financial statements. As of ~~June~~September 30, 2019, we were in compliance with the terms of our credit agreement with Bank of America, N.A.

Cash provided by operating activities was ~~$13.9~~$24.0 million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, as compared to cash provided by operating activities of ~~$14.1~~$24.9 million for the same period in 2018. The decrease was primarily related to a decrease in collections of our accounts receivable due to timing of receipts and a decrease in accrued expenses. ~~These factors were partially offset by a decrease in prepayments of income taxes and payments for inventory.~~

Cash used in investing activities was ~~$3.4~~$1.3 million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, as compared to cash provided by investing activities of ~~$7.5~~$47.7 million for the same period in 2018. The change was due to increased purchases of investments, partially offset by lower capital expenditures as compared to the same period in 2018.

Cash used by financing activities was ~~$30.1~~$8.4 million for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, as compared to cash used by financing activities of ~~$28.8~~$28.9 million for the same period in 2018. In each period, we executed a ~~$30~~$30.0 million accelerated share repurchase agreement. The ~~increase~~decrease in cash used in financing activities for the ~~six-month~~nine-month period ended ~~June~~September 30, 2019, was primarily attributable to a ~~$2.9~~$18.9 million ~~decrease~~increase in proceeds from the exercise of employee equity awards as compared to the corresponding period in the prior year.

Critical Accounting Policies and Estimates

There were no other significant changes in our critical accounting policies or estimates during the three months ended ~~June~~September 30, 2019 to augment the critical accounting estimates disclosed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, other than those described in the Notes to the condensed consolidated financial statements included in this report, including the adoption of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, Leases, (ASC 842) effective January 1, 2019. As a result of our adoption of the new lease standard, we re-assessed the estimates, assumptions, and judgments that are most critical in our recognition of leases. For information regarding the impact of recently adopted accounting standards, refer to Notes 2 and 12 to the condensed financial statements included in this report.

Recent Accounting Pronouncements

A discussion of Recent Accounting Pronouncements is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and is updated in the Notes to the condensed consolidated financial statements included in this report.

Contractual Obligations and Other Commercial Commitments

Our contractual obligations and other commercial commitments are summarized in the section captioned “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Other Commercial Commitments” in our Annual Report on Form 10-K for the year ended December 31, 2018. We had no material changes outside the ordinary course to our contractual obligations reported in our 2018 Annual Report on Form 10-K during the ~~six~~nine months ended ~~June~~September 30, 2019. For additional discussion, see Note 13 to the condensed consolidated financial statements included in this report.

To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings, strategic alliances with corporate partners and others, or through other sources. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

Off-balance Sheet Arrangements

We do not use special purpose entities or other off-balance sheet financing techniques that we believe have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks and the ways we manage them are summarized in the section captioned “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2018. There have been no material changes in the first ~~six~~nine months of 2019 to our market risks or to our management of such risks.

ITEM 4.

CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, 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 may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

(b)

Changes in internal controls over financial reporting.

There were no changes in our internal control over financial reporting during the three-month period ended ~~June~~September 30, 2019 that have materially affected, or that are reasonably likely to materially affect, our internal controls over financial reporting.

PART II: OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are involved from time-to-time in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, we do not expect the resolution of these occasional legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flow. There have been no material changes to the information provided in the section captioned “Part I, Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 1A.

RISK FACTORS

~~There~~Except as set forth below, there have been no material changes to the risk factors described in the section captioned “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018. In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section captioned “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition, and/or operating results.

Risks Related to Our Business and Industry

We may not succeed in implementing and executing our hybrid commercial model for TACTOSET and certain other products in the United States, and our failure to do so could negatively impact our business and financial results.

For near-term opportunities in the U.S. market, especially those with respect to orthopedic surgical products utilized in an operating room environment, we intend to utilize our hybrid commercial model through which we partner our own small internal sales team with a network of local and regional distribution agents. This approach is a departure from our historical distribution model in the United States, and we cannot be certain that we will be successful in implementing and executing on this hybrid commercial approach or that, even if we are able to implement it, the approach will be successful. The commercialization of TACTOSET and any future products launched under this model is subject to many risks, including that we have not previously commercialized a product on our own and cannot guarantee that we will be able to do so successfully or profitably. We may not be able to attract or retain the sophisticated personnel required for such approach, to identify or negotiate favorable or acceptable terms with distribution agents, to achieve in-market pricing at the levels we have targeted, to timely execute on our strategies for market penetration generally, or to generate meaningful sales of TACTOSET or other future products as a result of other market dynamics. Among other factors, our competitors generally offer a broader range of products than we do, which could make their aggregate offerings more attractive to end-users, distributor agents, group purchasing organizations, hospitals, and surgeons. Our failure to successfully implement and execute on this commercial approach could have a material adverse effect on our business, financial condition, and results of operations.

We are facing a delay in the pathway to commercialize our CINGAL product in the United States and may face other unforeseen difficulties and delays in achieving regulatory approval for CINGAL, which could affect our business and financial results.

In the second quarter of 2018, we received and analyzed the results of our second Phase III clinical trial for CINGAL and found that, while substantial pain reduction associated with CINGAL was evident at each measurement point, the data did not meet the primary study endpoint of demonstrating a statistically significant difference in pain reduction between CINGAL and the approved steroid component of CINGAL at the six-month time point. The FDA has indicated that an additional Phase III clinical trial will be necessary to support U.S. marketing approval for CINGAL. We decided during the second quarter of 2019 to conduct a pilot study to enable us to evaluate our full-scale Phase III clinical trial design, including patient and site selection criteria, and increase the probability of success for the Phase III trial. We expect to begin enrolling patients in the pilot study in the first half of 2020, but we may experience significant delays in patient enrollment or the pilot study may otherwise not be successful. If the pilot study is successful, we expect to commence an additional Phase III trial, but we cannot guarantee the success of any additional Phase III trial. Because the results of the pilot study or any additional Phase III trial, or other unforeseen future developments, could have a substantial negative impact on the timeline for and the cost associated with a potential CINGAL regulatory approval, our overall business condition, financial results, and competitive position could be affected.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Under our equity compensation plans, and subject to the specific approval of the Compensation Committee of our Board of Directors, 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~~September 30, 2019, ~~there were no~~we withheld 2,147 shares ~~withheld~~ to satisfy grantee tax withholding obligations on restricted stock award vesting events.

Following is a summary of stock repurchases for the three-month period ended ~~June~~September 30, 2019 (in thousands, except share data):

Period Total Number
of Shares
Purchased Average
Price Paid
per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Plans
or Programs Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet be Purchased
Under the Plans or
Programs
April 1 to 30, 2019 - - - $ -
May 1 to 31, 2019 451,694 $ 39.85 451,694 $ 32,000
June 1 to 30, 2019 - - - $ 32,000
Total 451,694 451,694

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs(1)
July 1 to 31, 2019		2,147	$	55.85		-	$	32,000
August 1 to 31, 2019		-		-		-	$	32,000
September 1 to 30, 2019		-		-		-	$	32,000
Total		2,147				-

(1)

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 and $20.0 million reserved for open market repurchases. On May 7, 2019, we entered into a previously-announced accelerated share repurchase agreement (the “ASR Agreement”) to repurchase an aggregate of $30.0 million of common stock. During the second quarter of 2019, 451,694 shares were delivered to us, constituting the initial delivery of shares and representing 60% of the then estimated total number of shares expected to be repurchased under the ASR Agreement. Through ~~June~~September 30, 2019, we have made no open market repurchases.

ITEM 6.

EXHIBITS

Exhibit No.	Description

*~~10.1~~	F~~ixed Dollar Accelerated Share Repurchase Transaction, dated May 7, 2019, by and between Anika Therapeutics, Inc. and Morgan Stanley & Co. LLC~~

~~10.2~~	~~Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (as amended effective June 18, 2019)~~

~~10.3~~	~~Consulting Agreement, effective July 5, 2019, by and between Anika Therapeutics, Inc. and Edward S. Ahn, Ph.D.~~

~~10.4~~	~~Separation Agreement, effective July 8, 2019, by and between Anika Therapeutics, Inc. and Edward S. Ahn, Ph.D.~~

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

*31.1	Certification of Joseph G. Darling, 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 Sylvia Cheung, 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 Joseph G. Darling, and Sylvia Cheung, 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 ~~June~~September 30, 2019 as filed with the SEC on ~~July 26,~~October 28, 2019, formatted in XBRL (eXtensible Business Reporting Language), as follows:

	i.	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2019 (unaudited) and December 31, 2018 (unaudited)
	ii.	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and ~~June~~September 30, 2018 (unaudited)
	iii.	Condensed Consolidated Statements of Stockholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and ~~June~~September 30, 2018 (unaudited)
	iv.	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2019 and ~~June~~September 30, 2018 (unaudited)
	v.	Notes to Condensed Consolidated Financial Statements (unaudited)

*	Filed herewith.
**	Furnished herewith.

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: ~~July 26,~~October 28, 2019	By:	/s/ SYLVIA CHEUNG
		Sylvia Cheung
		Chief Financial Officer
		(Authorized Officer and Principal Financial Officer)

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)

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share	ANIK	NASDAQ Global Select Market

		Page
Part I	Financial Information
Item 1.	Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2019 and December 31, 2018	3
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018	4
	Condensed Consolidated Statements of Stockholders’ Equity for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2125
Item 4.	Controls and Procedures	2225
Part II	Other Information
Item 1.	Legal Proceedings	2226
Item 1A.	Risk Factors	2226
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2327
Item 6.	Exhibits	2428
Signatures		2529

							September 30,			December 31,
ASSETS	June 30, 2019			December 31, 2018			2019			2018
Current assets:
Cash and cash equivalents	$	69,407		$	89,042		$	103,381		$	89,042
Investments		72,045			69,972			69,825			69,972
Accounts receivable, net of reserves of $1,089 and $1,525 at June 30, 2019 and December 31, 2018, respectively		23,073			20,775
Accounts receivable, net of reserves of $981 and $1,525 at September 30, 2019 and December 31, 2018, respectively								23,889			20,775
Inventories, net		22,986			21,300			25,243			21,300
Prepaid expenses and other current assets		2,413			1,854			1,479			1,854
Total current assets		189,924			202,943			223,817			202,943
Property and equipment, net		52,960			54,111			51,750			54,111
Operating lease right-of-use assets		23,495			-			23,082			-
Other long-term assets		4,884			4,897			5,761			4,897
Intangible assets, net		8,303			9,191			7,680			9,191
Goodwill		7,798			7,851			7,489			7,851
Total assets	$	287,364		$	278,993		$	319,579		$	278,993

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,287		$	3,143		$	2,702		$	3,143
Accrued expenses and other current liabilities		8,101			8,146			8,493			8,146
Total current liabilities		10,388			11,289			11,195			11,289
Other long-term liabilities		373			550			372			550
Deferred tax liability		3,683			3,542			4,727			3,542
Operating lease liabilities		21,974			-			21,603			-
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,250 shares authorized, no shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		-			-
Common stock, $0.01 par value; 90,000 shares authorized, 13,785 and 14,210 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		138			142
Preferred stock, $0.01 par value; 1,250 shares authorized, no shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively								-			-
Common stock, $0.01 par value; 90,000 shares authorized, 14,269 and 14,210 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively								143			142
Additional paid-in-capital		24,329			50,763			46,482			50,763
Accumulated other comprehensive loss		(5,696	)		(5,526	)		(6,318	)		(5,526	)
Retained earnings		232,175			218,233			241,375			218,233
Total stockholders’ equity		250,946			263,612			281,682			263,612
Total liabilities and stockholders’ equity	$	287,364		$	278,993		$	319,579		$	278,993

	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019			2018
Product revenue	$	30,413	$	30,542		$	55,130		$	51,800
Licensing, milestone and contract revenue		5		6			11			12
Total revenue		30,418		30,548			55,141			51,812

Operating expenses:
Cost of product revenue		6,836		8,152			14,147			15,996
Research & development		4,165		4,733			8,423			9,895
Selling, general & administrative		7,502		6,417			15,174			22,507
Total operating expenses		18,503		19,302			37,744			48,398
Income from operations		11,915		11,246			17,397			3,414
Interest and other income, net		533		290			1,031			385
Income before income taxes		12,448		11,536			18,428			3,799
Provision for income taxes		3,013		1,444			4,486			394
Net income	$	9,435	$	10,092		$	13,942		$	3,405

Basic net income per share:
Net income	$	0.68	$	0.69		$	0.99		$	0.23
Basic weighted average common shares outstanding		13,916		14,652			14,054			14,666
Diluted net income per share:
Net income	$	0.67	$	0.68		$	0.98		$	0.23
Diluted weighted average common shares outstanding		14,088		14,915			14,203			15,045

Net income	$	9,435	$	10,092		$	13,942		$	3,405
Foreign currency translation adjustment		145		(951	)		(170	)		(331	)
Comprehensive income	$	9,580	$	9,141		$	13,772		$	3,074

	For the six months ended June 30, 2019
	Common Stock											Accumulated Other			Total
	Number of Shares			$0.01 Par Value			Additional Paid in Capital			Retained Earnings		Comprehensive Loss			Stockholders' Equity
Balance, January 1, 2019		14,210		$	142		$	50,763		$	218,233	$	(5,526	)	$	263,612
Issuance of common stock for equity awards		7			-			5			-		-			5
Retirement of common stock for minimum tax withholdings		(3	)		-			(124	)		-		-			(124	)
Stock-based compensation expense		-			-			1,386			-		-			1,386
Net income		-			-			-			4,507		-			4,507
Other comprehensive loss		-			-			-			-		(315	)		(315	)
Balance, March 31, 2019		14,214		$	142		$	52,030		$	222,740	$	(5,841	)	$	269,071
Issuance of common stock for equity awards		30			1			851			-		-			852
Forfeiture of restricted stock		(7	)		-			-			-		-			-
Stock-based compensation expense		-			-			1,443			-		-			1,443
Repurchase of common stock		(452	)		(5	)		(29,995	)		-		-			(30,000	)
Net income		-			-			-			9,435		-			9,435
Other comprehensive income		-			-			-			-		145			145
Balance, June 30, 2019		13,785		$	138		$	24,329		$	232,175	$	(5,696	)	$	250,946

	For the six months ended June 30, 2018
	Common Stock												Accumulated Other			Total
	Number of Shares			$0.01 Par Value			Additional Paid in Capital			Retained Earnings			Comprehensive Loss			Stockholders' Equity
Balance, January 1, 2018		14,688		$	147		$	68,617		$	199,511		$	(4,784	)	$	263,491
Issuance of common stock for equity awards		89			1			511			-			-			512
Retirement of common stock for minimum tax withholdings		(32	)		(1	)		(1,735	)		-			-			(1,736	)
Stock-based compensation expense		-			-			7,565			-			-			7,565
Net loss		-			-			-			(6,686	)		-			(6,686	)
Other comprehensive income		-			-			-			-			620			620
Balance, March 31, 2018		14,745		$	147		$	74,958		$	192,825		$	(4,164	)	$	263,766
Issuance of common stock for equity awards		273			3			2,372			-			-			2,375
Stock-based compensation expense		-			-			1,322			-			-			1,322
Repurchase of common stock		(434	)		(4	)		(29,996	)		-			-			(30,000	)
Net income		-			-			-			10,091			-			10,091
Other comprehensive loss		-			-			-			-			(951	)		(951	)
Balance, June 30, 2018		14,584		$	146		$	48,656		$	202,916		$	(5,115	)	$	246,603

	For the nine months ended September 30, 2019
												Accumulated
	Common Stock											Other			Total
	Number of			$0.01 Par			Additional Paid			Retained		Comprehensive			Stockholders'
	Shares			Value			in Capital			Earnings		Loss			Equity
Balance, January 1, 2019		14,210		$	142		$	50,763		$	218,233	$	(5,526	)	$	263,612
Issuance of common stock for equity awards		7			-			5			-		-			5
Retirement of common stock for minimum tax withholdings		(3	)		-			(124	)		-		-			(124	)
Stock-based compensation expense		-			-			1,386			-		-			1,386
Net income		-			-			-			4,507		-			4,507
Other comprehensive loss		-			-			-			-		(315	)		(315	)
Balance, March 31, 2019		14,214		$	142		$	52,030		$	222,740	$	(5,841	)	$	269,071
Issuance of common stock for equity awards		30			1			851			-		-			852
Forfeiture of restricted stock		(7	)		-			-			-		-			-
Stock-based compensation expense		-			-			1,443			-		-			1,443
Repurchase of common stock		(452	)		(5	)		(29,995	)		-		-			(30,000	)
Net income		-			-			-			9,435		-			9,435
Other comprehensive income		-			-			-			-		145			145
Balance, June 30, 2019		13,785		$	138		$	24,329		$	232,175	$	(5,696	)	$	250,946
Issuance of common stock for equity awards		488			5			20,962			-		-			20,967
Forfeiture of restricted stock		(2	)		-			-			-		-			-
Stock-based compensation expense		-			-			1,311			-		-			1,311
Retirement of common stock for minimum tax withholdings		(2	)		-			(120	)		-		-			(120	)
Net income		-			-			-			9,200		-			9,200
Other comprehensive loss		-			-			-			-		(622	)		(622	)
Balance, September 30, 2019		14,269		$	143		$	46,482		$	241,375	$	(6,318	)	$	281,682

													Fair Value Measurements at Reporting Date Using
													Quoted Prices in
													Active Markets		Significant Other		Significant
			Fair Value Measurements at Reporting Date Using										for Identical Assets		Observable Inputs		Unobservable Inputs
	June 30, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Amortized Cost		September 30, 2019		(Level 1)		(Level 2)		(Level 3)		Amortized Cost
Cash equivalents:													��
Money market funds	$	1,305	$	1,305	$	-	$	-	$	1,305	$	6,406	$	6,406	$	-	$	-	$	6,406

Investments:
U.S. treasury bills	$	72,045	$	72,045	$	-	$	-	$	72,032	$	69,825	$	69,825	$	-	$	-	$	69,821

			Fair Value Measurements at Reporting Date Using
	December 31, 2018		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Amortized Cost
Cash equivalents:
Money market funds	$	4,984	$	4,984	$	-	$	-	$	4,984

Investments:
U.S. treasury bills	$	69,972	$	69,972	$	-	$	-	$	69,972

	Operating Lease Obligation As Of
Years ended December 31,	September 30, 2019
2019 (remaining 3 months)	$	497
2020		2,025
2021		2,024
2022		1,981
2023		1,965
Thereafter		23,530
Present value adjustment		(9,310	)
Present value of lease payments		22,712
Less current portion included in Accrued expenses and other current liabilities		(1,109	)
Operating lease liabilities	$	21,603

	Operating Lease Obligation As Of
Years ending December 31,	June 30, 2019
2019	$	994
2020		2,025
2021		2,024
2022		1,981
2023		1,965
Thereafter		23,530
Present value adjustment		(9,444	)
Present value of lease payments		23,075
Less current portion included in Accrued expenses and other current liabilities		(1,101	)
Operating lease liabilities	$	21,974

2019	$	1,879
2020		1,917
2021		1,924
2022		1,672
2023		414
2024 and thereafter		897
Total	$	8,703

	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018		2019		2018		2019		2018
Orthobiologics	$	26,462	$	26,192	$	48,210	$	45,681	$	26,765	$	24,097	$	74,975	$	69,778
Surgical		2,101		1,263		3,493		2,509		578		1,191		4,071		3,700
Dermal		444		623		573		83		417		80		990		163
Other		1,406		2,464		2,854		3,527		1,855		1,413		4,709		4,940
Product Revenue	$	30,413	$	30,542	$	55,130	$	51,800	$	29,615	$	26,781	$	84,745	$	78,581

											Three Months Ended September 30,
	Three Months Ended June 30,										2019					2018
	2019					2018					Total		Percentage of			Total		Percentage of
	Total Revenue		Percentage of Revenue			Total Revenue		Percentage of Revenue			Revenue		Revenue			Revenue		Revenue
Geographic Location:
United States	$	22,937		76	%	$	24,773		81	%	$	23,512		79	%	$	21,695		81	%
Europe		4,927		16	%		3,498		11	%		3,943		13	%		3,132		12	%
Other		2,554		8	%		2,277		8	%		2,242		8	%		1,960		7	%
Total Revenue	$	30,418		100	%	$	30,548		100	%	$	29,697		100	%	$	26,787		100	%

											Nine Months Ended September 30,
	Six Months Ended June 30,										2019					2018
	2019					2018					Total		Percentage of			Total		Percentage of
	Total Revenue		Percentage of Revenue			Total Revenue		Percentage of Revenue			Revenue		Revenue			Revenue		Revenue
Geographic Location:
United States	$	43,026		78	%	$	41,682		81	%	$	66,538		78	%	$	63,377		81	%
Europe		7,454		14	%		5,889		11	%		11,396		14	%		9,021		11	%
Other		4,661		8	%		4,241		8	%		6,904		8	%		6,201		8	%
Total Revenue	$	55,141		100	%	$	51,812		100	%	$	84,838		100	%	$	78,599		100	%