Form 8-K
0000898437 False 0000898437 2021-10-28 2021-10-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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):  October 28, 2021

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Anika Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

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Delaware000-2132604-3145961
(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)

(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))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareANIKNASDAQ 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.

Election of Sheryl L. Conley to Board of Directors

On October 28, 2021, the Board of Directors voted to increase the size of the Board from seven authorized directors to eight authorized directors and elected Sheryl L. Conley as a member of the Board effective as of October 28, 2021.

Sheryl L. Conley will serve as one of our Class I directors, with a term expiring at the 2024 Annual Meeting of Stockholders, and as a member of the Board’s Audit Committee. Ms. Conley has served AcceLINX, Inc., a musculoskeletal health business accelerator, as President and Board Member since March 2017. Since 2019, Ms. Conley has also served as a Board Director for Neuronetics, Inc. (NASDAQ: STIM), a medical technology company focused on developing products that improve the quality of life for patients suffering from psychiatric disorders, and since May 2021, Ms. Conley has served as a Board Director of Surgalign Holdings, Inc. (NASDAQ: SRGA), a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery, and is a member of its Compensation Committee. She served OrthoWorx, Inc., a community-based initiative that works strategically and collaboratively with the orthopedic industry, as President and CEO from September 2012 to May 2017. Ms. Conley spent 25 years with Zimmer, Inc. (now Zimmer Biomet Holdings, Inc., an NYSE-listed (NYSE: ZBH) medical device company) in a number of escalating management roles across a variety of product segments and geographies, during which she provided key leadership in the development and commercial release of more than 50 industry leading brands, including as Group President, Americas and Global Brand Management, and Chief Marketing Officer from December 2005 until May 2008. She received a Bachelor of Science in Biology and Chemistry and a Master of Business Administration from Ball State University. She is 61 years old. The Board believes it will benefit from Ms. Conley’s extensive orthopedic medical device industry knowledge and, in particular, her significant experience focusing on global brand management, marketing, sales, product development and operations.

 There are no arrangements or understandings between Ms. Conley and any other persons pursuant to which Ms. Conley was selected as a director and there are no transactions involving Ms. Conley required to be disclosed under Item 404(a) of Regulation S-K.

As a non-employee director of the Company, Ms. Conley will receive cash and equity compensation pursuant to the Company's non-employee director compensation program, as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 30, 2021, as may be adjusted by the Board from time to time. Upon election to the Board, as provided under the referenced non-employee director compensation program, Ms. Conley was awarded 8,179 restricted stock units under our 2017 Omnibus Incentive Plan. Each restricted stock unit gives the grantee the right to receive one share of common stock and is valued at $42.79 per unit, the fair market value of a share of our common stock on October 28, 2021. The restricted stock units will vest in three (3) equal annual installments on the anniversary of the grant date.

Item 7.01. Regulation FD Disclosure.

On November 1, 2021, we issued a press release entitled “Anika Appoints Sheryl Conley to Board of Directors.” A copy of the press release is furnished as Exhibit 99.1 to this report.

The information contained in this Item 7.01 and in the press release furnished as Exhibit 99.1 to this report shall not be incorporated by reference into any of our filings with the Securities and Exchange Commission, whether made before, on or after the date of this report, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information contained in this Item 7.01 and in the press release furnished as Exhibit 99.1 to this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section or Section 11 or 12(a)(2) of the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
      
99.1 Press release dated November 1, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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: November 1, 2021By: /s/ CHERYL R. BLANCHARD        
  CHERYL R. BLANCHARD
  President and Chief Executive Officer
  

 

EdgarFiling

EXHIBIT 99.1

Anika Appoints Sheryl Conley to Board of Directors

Appointment brings experienced orthopedic industry commercial leader to Anika’s Board

BEDFORD, Mass., Nov. 01, 2021 (GLOBE NEWSWIRE) -- Anika Therapeutics, Inc. (NASDAQ: ANIK), a global joint preservation company focused on early intervention orthopedics, today announced that its Board of Directors has appointed Sheryl Conley as independent director, effective October 28, 2021.

Sheryl Conley joins the Anika Board of Directors with over 35 years of orthopedic and healthcare industry experience, most recently as President and CEO of OrthoWorx, Inc., and previously as Group President, Americas and Global Brand Management, and Chief Marketing Officer for Zimmer, Inc. Ms. Conley brings extensive orthopedic medical device industry knowledge with a focus on global brand management, marketing, sales, product development and operations. Ms. Conley will serve on the Audit Committee. This appointment brings the total number of independent directors to seven.

“We are pleased to have Sheryl join our Board of Directors as Anika executes on its strategy to transform into a leading joint preservation company,” commented Cheryl R. Blanchard, Ph.D., President and Chief Executive Officer of Anika. “I have known Sheryl for many years as an innovator and leader in the orthopedic industry and her commercial experience in orthopedics is second to none. She spent more than 25 years at Zimmer in escalating management roles, including as Group President across a variety of product segments and geographies, during which she provided key leadership in the development and commercialization of over 50 industry leading brands. We are very excited for her to bring those experiences to the Anika Board.”

Jeff Thompson, Anika’s Chair of the Board, commented, “Adding Sheryl brings a high degree of industry knowledge, including significant experience in operating fully integrated orthopedic businesses, which will help guide Anika through its transformational journey as it becomes a leading joint preservation company. I look forward to working with Sheryl in her new role.”

Sheryl Conley is currently President and Board Member of AcceLINX, Inc., a musculoskeletal health business accelerator. She also serves on the Board of Directors for Neuronetics, Inc. (NASDAQ: STIM), since October 2019, where she is a member of the Audit and Nominating and Governance Committees. She also serves on the Board for Surgalign, Inc. (NASDAQ: SRGA), since May 2021, where in addition to her role as Chair, she is a member of the Audit Committee. She holds a Bachelor of Science (Biology and Chemistry) and an MBA from Ball State University (IN).

About Anika
Anika Therapeutics, Inc. (NASDAQ: ANIK), is a global joint preservation company that creates and delivers meaningful advancements in early intervention orthopedic care. We partner with physicians to understand what they need most to treat their patients and we develop minimally invasive products that restore active living for people around the world. We are committed to leading in high opportunity spaces within orthopedics, including osteoarthritis pain management, regenerative solutions, soft tissue repair and bone preserving joint technologies. For more information, please visit www.anika.com.

For Investor Inquiries:
Anika Therapeutics, Inc.
Mark Namaroff, 781-457-9287
Executive Director, Investor Relations and Corporate Communications
investorrelations@anika.com