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