UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2020
Anika Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
____________________
| Delaware | | 000-21326 | | 04-3145961 |
| (State or other jurisdiction of | | Commission file number | | (I.R.S. Employer |
| incorporation or organization) | | | | Identification No.) |
32 Wiggins Avenue, Bedford, MA 01730
(Address of principal executive offices) (Zip code)
(781)-457-9000
Registrant’s telephone number, including area code:
Not applicable
(Former name or former address, if changed since last report)
____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | ANIK | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. [_]
EXPLANATORY NOTE
On January 24, 2020, Anika Therapeutics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting the completion of its acquisition (the “Parcus Merger”) of Parcus Medical, LLC (“Parcus”), pursuant to the Agreement and Plan of Merger, dated January 4, 2020 (the “Parcus Merger Agreement”), by and among the Company, Parcus, Sunshine Merger Sub LLC (“Parcus Merger Sub”) and Philip Mundy, solely in his capacity as the representative, agent and attorney-in-fact of the Equityholders (as defined in the Parcus Merger Agreement). This Current Report on Form 8-K/A amends and supplements Item 9.01(a) and 9.01(b) of the Original Form 8-K to provide financial statements and pro forma financial information required by such items, respectively.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Parcus as of and for the nine months ended September 30, 2019 and the year ended December 31, 2018, and the notes related thereto, are filed as Exhibit 99.1 hereto and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of September 30, 2019, giving effect to the Parcus Merger as if it occurred on September 30, 2019, and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019 and the fiscal year ended December 31, 2018, in each case giving effect to the Parcus Merger as if it occurred on January 1, 2018, are filed as Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits.
| | | | |
Exhibit
Number | | Description | |
| 23.1 | | Consent of Independent Registered Public Accounting Firm | |
| 99.1 | | Audited financial statements of Parcus Medical, LLC as of and for the nine months ended September 30, 2019 and the year ended December 31, 2018, and the notes related thereto. | |
| 99.2 | | Unaudited pro forma condensed combined balance sheet as of September 30, 2019, giving effect to the Parcus Merger as if it occurred on September 30, 2019, and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2019 and the fiscal year ended December 31, 2018 in each case giving effect to the Parcus Merger as if it occurred on January 1, 2018. | |
SIGNATURE
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 hereunto duly authorized.
| | | Anika Therapeutics, Inc. |
| | | |
| Date: March 13, 2020 | | By: | /s/ Sylvia Cheung |
| | | | Chief Financial Officer |
