As filed with the Securities and
Exchange Commission on August 8, 2023
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 |
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04-3145961 |
(State or other jurisdiction of |
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(I.R.S. Employer Identification No. |
incorporation or organization) |
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32 Wiggins Avenue |
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Bedford, Massachusetts |
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01730 |
(Address of principal executive offices) |
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(Zip code) |
2017 Omnibus Incentive 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)
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With copies to: |
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Nicole Daley |
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David Colleran |
Goodwin Procter LLP |
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Anika Therapeutics, Inc. |
100 Northern Avenue |
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32 Wiggins Avenue |
Boston, MA 02110 |
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Bedford, MA 01730 |
(617) 570-1354 |
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(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
435,000 additional shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”), to be issued
under the Registrant’s 2017 Omnibus Incentive 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 Board and
subsequently approved by the Registrant’s stockholders on June 14, 2023 at the Registrant’s 2023 Annual Meeting of Stockholders.
The additional shares described above are of the
same class as other securities relating to the Plan for which the Registrant previously filed registration statements on Form S-8 with
the U.S. Securities and Exchange Commission (the “Commission”) on July 7, 2017 (File No. 333-219190), June 21, 2019 (File
No. 333-232254), June 19, 2020 (File No. 333-239304), August 6, 2021 (File No. 333-258529), and August 8, 2022 (File No. 333-266550) (collectively,
the “Prior Registration Statements”). The information contained in the Prior Registration Statements, as filed with the Commission,
are 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 |
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Description |
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4.1 |
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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 |
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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 |
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Opinion of Goodwin Procter LLP |
23.1 |
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Consent of Deloitte & Touche LLP |
23.2 |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
24.1 |
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Power of Attorney (included on the signature page of this registration statement) |
99.1 |
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Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (as amended on June 18, 2019, June 16, 2020, June 16, 2021, June 8, 2022, and June 14, 2023) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 21, 2023) |
107 |
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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 August 8, 2023.
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ANIKA THERAPEUTICS, INC. |
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/s/ Cheryl R. Blanchard |
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Cheryl R. Blanchard |
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President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS that each person
whose signature appears below constitutes and appoints Cheryl R. Blanchard and David Colleran, or either of them, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration
statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933 to this registration statement,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State
of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities
and on the dates indicated.
Signature |
Title |
Date |
/s/ Cheryl R. Blanchard Cheryl R. Blanchard
|
Chief Executive Officer, President and Director
(Principal Executive Officer) |
August 8, 2023 |
/s/ Michael L. Levitz Michael L. Levitz
|
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
August 8, 2023 |
/s/ Jeffery S. Thompson Jeffery S. Thompson
|
Director and Chair of the Board of Directors |
August 8, 2023 |
/s/ Sheryl L. Conley Sheryl L. Conley
|
Director |
August 8, 2023 |
/s/ Gary P. Fischetti Gary P. Fischetti
|
Director |
August 8, 2023 |
/s/ John B. Henneman, III John B. Henneman, III
|
Director |
August 8, 2023 |
/s/ Glenn R. Larsen Glenn R. Larsen
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Director |
August 8, 2023 |
/s/ Stephen O. Richard Stephen O. Richard
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Director |
August 8, 2023 |
/s/ Susan L. N. Vogt Susan L. N. Vogt
|
Director |
August 8, 2023 |
Exhibit 5.1
|
Goodwin Procter llp 100 Northern Avenue Boston, MA 02210
goodwinlaw.com +1 617 570 1000 |
August 8, 2023
Anika Therapeutics, Inc.
32 Wiggins Avenue
Bedford, Massachusetts 01730
Re: Securities Being Registered under Registration Statement
on Form S-8
We have acted as counsel to you in connection with
your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 435,000 shares (the “Shares”)
of Common Stock, $0.01 par value per share (“Common Stock”), of Anika Therapeutics, Inc., a Delaware corporation (the “Company”),
that may be issued pursuant to the Company’s 2017 Omnibus Incentive Plan, as amended (the “Plan”).
We have reviewed such documents and made such examination
of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates
of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware
General Corporation Law.
For purposes of the opinion set forth below, we
have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to
be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that
the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains
shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion
as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ GOODWIN PROCTER LLP |
Exhibit
23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Registration Statement on Form S-8 of our reports dated March 16, 2023, relating to the financial statements of Anika Therapeutics,
Inc. and the effectiveness of Anika Therapeutics, Inc.’s internal control over financial reporting, appearing in the Annual Report
on Form 10-K of Anika Therapeutics, Inc. for the year ended December 31, 2022.
/s/ Deloitte
& Touche LLP
Boston, Massachusetts
August 8, 2023
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Anika Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered Securities
Security Type |
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Security Class
Title |
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Fee
Calculation
Rule |
|
Amount Registered
(1) |
|
Proposed
Maximum
Offering
Price Per
Unit (2) |
|
|
Proposed Maximum
Aggregate
Offering
Price (2) |
|
|
Fee Rate |
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Amount of
Registration
Fee |
|
Equity |
|
2017 Omnibus Incentive Plan, as amended, Common stock, $0.01 par value per share |
|
Other (2) |
|
435,000(3) |
|
$ |
21.49 |
|
|
$ |
9,348,150 |
|
|
0.00011020 |
|
$ |
1,030.17 |
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Total Offering Amounts |
|
|
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$ |
9,348,150 |
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|
|
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$ |
1,030.17 |
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Total Fee Offsets |
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|
|
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$ |
0.00 |
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Net Fee Due |
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|
|
|
|
|
|
|
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$ |
1,030.17 |
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|
|
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(1) |
In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. |
(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933. The price per share and aggregate offering price are calculated on the basis of $21.49, average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on August 7, 2023. |
(3) |
Represents an additional 435,000 shares of Common Stock issuable under the Plan. These 435,000 shares of Common Stock represent an increase in the number of shares of Common Stock reserved for issuance under the Plan, which increase was approved by the Registrant’s stockholders on June 14, 2023 at the Registrant’s 2023 Annual Meeting of Stockholders. Shares available for issuance under the Plan were previously registered on Prior Registration Statements. |
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