As filed with the Securities and Exchange
Commission on November 5, 2025
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. 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)
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 475,000 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 Registrant’s Board of Directors
and subsequently approved by the Registrant’s stockholders on June 20, 2025, at the Registrant’s 2025 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 a 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), August 5, 2022 (File No. 333-266550), and August 8, 2023 (File No. 333-273812)
(together, the “Prior Registration Statements”). The information contained in the Prior Registration Statements, 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. 2017 Omnibus Incentive Plan (as amended on June 18, 2019, June 16, 2020, June 16, 2021, June 8, 2022, June 14, 2023, and June 20, 2025) (incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K filed on June 24, 2025) |
| 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 November 5, 2025.
| |
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
Cheryl R. Blanchard
|
Chief Executive Officer, President and Director
(Principal Executive Officer)
|
November 5, 2025
|
|
/s/ Stephen D. Griffin
Stephen D. Griffin
|
Chief Financial Officer and Chief Operating Officer
(Principal Financial Officer)
|
November 5, 2025
|
|
/s/ Ian McLeod
Ian McLeod
|
Vice President, Chief Accounting Officer and Treasurer
(Principal Accounting Officer)
|
November 5, 2025
|
|
/s/ John B. Henneman, III
John B. Henneman, III
|
Director and Chair of the Board of Directors
|
November 5, 2025
|
|
/s/ Joseph H. Capper
Joseph H. Capper
|
Director
|
November 5, 2025
|
|
/s/ Sheryl L. Conley
Sheryl L. Conley
|
Director
|
November 5, 2025
|
|
/s/ Gary P. Fischetti
Gary P. Fischetti
|
Director
|
November 5, 2025
|
|
/s/ William R. Jellison
William R. Jellison
|
Director
|
November 5, 2025
|
|
/s/ Glenn R. Larsen
Glenn R. Larsen
|
Director
|
November 5, 2025
|
|
/s/ Stephen O. Richard
Stephen O. Richard
|
Director
|
November 5, 2025
|
|
/s/ Susan L. N. Vogt
Susan L. N. Vogt
|
Director
|
November 5, 2025
|
