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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 18, 2026

 

 

 

Anika Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-14027 04-3145961

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

32 Wiggins Avenue

Bedford, Massachusetts

01730
(Address of principal executive offices) (Zip Code)


 

Registrant's telephone number, including area code (781) 457-9000

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Sixth Amendment and Restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan

 

On April 26, 2026, the board of directors, or the Board, of Anika Therapeutics, Inc., or the Company, adopted and approved, subject to stockholder approval, a sixth amendment and restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan as previously amended, or the 2017 Plan, and on June 8, 2026, the Board adopted and approved, subject to stockholder approval, a revised sixth amendment and restatement of the 2017 Plan, or the Revised Seventh Amended Plan, all as described in the Company’s definitive proxy statement, or the Proxy Statement, for the Company's 2026 Annual Meeting of Stockholders, or the Annual Meeting, as filed with the Securities and Exchange Commission, or SEC, on April 28, 2026, and as first supplemented on June 1, 2026, or the First Supplement, and as further supplemented on June 8, 2026, or the Second Supplement.

 

As described in the Proxy Statement as supplemented by the First Supplement and Second Supplement, the Revised Seventh Amended Plan, as approved by the Company’s stockholders at the Annual Meeting as described under Item 5.07 below, increases the number of shares of common stock reserved under the Revised Seventh Amended Plan by 350,000 shares, from 5,760,000 to 6,110,000 shares. Additionally, all 6,110,000 shares authorized under the Revised Seventh Amended Plan may be granted as incentive stock options in accordance with Section 422 of the Internal Revenue Code of 1986. No other provisions of the 2017 Plan were amended in the Revised Seventh Amended Plan.

 

A summary of the principal features of the Revised Seventh Amended Plan is included in the Proxy Statement, as supplemented by the First Supplement and the Second Supplement. The foregoing description is qualified in its entirety by reference to the full text of the Revised Seventh Amended Plan, a copy of which is filed as exhibit 10.1 to this Form 8-K and incorporated herein by reference.

 

Amendment of the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan

 

On April 26, 2026, the Board adopted and approved, subject to stockholder approval, an amendment to the Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan, or the ESPP, to increase the number of shares of common stock reserved for issuance thereunder by 200,000 shares, from 200,000 to 400,000 shares, or the ESPP Amendment. Stockholders approved the ESPP Amendment at the Annual Meeting as described under Item 5.07 below. No other provisions of the ESPP were amended by the ESPP Amendment.

 

A summary of the principal features of the ESPP, as amended, is included in the Proxy Statement. The foregoing description is qualified in its entirety by reference to the full text of the ESPP, as amended, a copy of which is filed as exhibit 10.2 to this Form 8-K and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Company held the Annual Meeting on June 18, 2026. The Board solicited proxies for the Annual Meeting pursuant to the Proxy Statement, as supplemented by the First Supplement and the Second Supplement. There was no solicitation in opposition to the Board’s solicitation. The number of shares of the Company’s common stock, $0.01 par value per share, entitled to vote at the Annual Meeting was 13,305,624. A total of 11,195,667 shares of common stock were present in person or by proxy at the Annual Meeting, representing 84.14% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting, and the voting results reported below are final.

 

The matters considered and voted on by the stockholders at the Annual Meeting and the votes of the stockholders were as follows:

 

 

 

 

PROPOSAL 1

 

Stockholders voted as follows with respect to election of each of the director nominees identified in the Proxy Statement:

 

Nominee   For   Against   Abstain   Broker Non-Votes
Gary P. Fischetti   9,248,053   117,967   27,781   1,801,866
John B. Henneman, III   8,829,035   536,988   27,778   1,801,866
Stephen D. Griffin   9,309,707   56,276   27,818   1,801,866

 

As a result of this vote, Mr. Fischetti, Mr. Henneman and Mr. Griffin were elected as Class III directors to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal.

  

PROPOSAL 2

 

Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders voted as follows with respect to this ratification proposal:

 

For   Against   Abstain   Broker Non-Votes
11,136,590   24,966   34,111   0

  

PROPOSAL 3

 

Stockholders voted, on a non-binding, advisory basis, to approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement. Stockholders voted as follows with respect to this proposal:

 

For   Against   Abstain   Broker Non-Votes
8,268,676   1,093,946   31,179   1,801,866

 

PROPOSAL 4

 

Stockholders approved the Revised Seventh Amended Plan, increasing the number of shares of common stock reserved thereunder from 5,760,000 to 6,110,000. Stockholders voted as follows with respect to this proposal:

 

For   Against   Abstain   Broker Non-Votes
8,013,994   1,347,970   31,837   1,801,866

 

PROPOSAL 5

 

Stockholders approved the amendment of the ESPP, increasing the number of shares of common stock reserved thereunder from 200,000 to 400,000. Stockholders voted as follows with respect to this proposal:

 

For   Against   Abstain   Broker Non-Votes
9,110,892   257,394   25,515   1,801,866

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1†   Anika Therapeutics, Inc. Seventh Amended and Restated 2017 Omnibus Incentive Plan (as so amended and restated effective June 18, 2026)
10.2†   Anika Therapeutics, Inc. 2021 Employee Stock Purchase Plan (as so amended effective June 18, 2026)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

† Management contract or compensatory plan or arrangement.

 

 

 

 

 

 

 

 

 

 

 

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 hereunto duly authorized.

 

  Anika Therapeutics, Inc.
   
Date: June 23, 2026 By: /s/ Stephen D. Griffin
    Stephen D. Griffin
    President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 10.1

EXHIBIT 10.2

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