Anika Therapeutics Appoints New Chief Medical Officer

TL;DR

Anika Therapeutics just hired a new CMO, Chip Wilson. Big move for their medical strategy.

AI Summary

Anika Therapeutics, Inc. announced on May 28, 2024, the appointment of Dr. Charles L. ("Chip") Wilson as Chief Medical Officer. Dr. Wilson brings extensive experience in medical affairs and product development, most recently serving as Chief Medical Officer at BioCision. This appointment is part of Anika's ongoing efforts to strengthen its leadership team.

Why It Matters

The appointment of a new Chief Medical Officer can signal a strategic shift or renewed focus on clinical development and regulatory strategy for Anika Therapeutics.

Risk Assessment

Risk Level: low — The filing reports on a routine executive appointment and does not involve significant financial transactions or operational changes.

Key Players & Entities

• Anika Therapeutics, Inc. (company) — Registrant
• Dr. Charles L. ("Chip") Wilson (person) — Appointed Chief Medical Officer
• BioCision (company) — Dr. Wilson's previous employer
• May 28, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ANIK NASDAQ Global Select M
• $40,000,000 — or an aggregate purchase price equal to $40,000,000 to occur by June 30, 2026 as follows: (
• $15,000,000 — occur by June 30, 2026 as follows: (i) $15,000,000 to be effected through a Rule 10b5-1 co
• $45,000,000 — t the Company's cash would be less than $45,000,000 after taking into account the share rep
• $12,500 — Messrs. Jellison and Capper was awarded $12,500 worth of restricted stock units under t

Filing Documents

• f8k_052824.htm (8-K) — 23KB
• exh_101.htm (EX-10.1) — 120KB
• exh_991.htm (EX-99.1) — 11KB
• 0001171843-24-003136.txt ( ) — 389KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_052824_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 28, 2024, Anika Therapeutics, Inc. (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Caligan Partners LP, Caligan Partners Master Fund LP and David Johnson (collectively with each of their respective affiliates and associates, the "Investor Group"). Pursuant to the Cooperation Agreement, the Company has agreed to increase the size of the Board of Directors (the "Board") to ten directors and appoint William Jellison as an independent Class I director and Joseph Capper as an independent Class II director to fill such vacancies with terms expiring at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") and 2025 annual meeting of stockholders, respectively. The Company has also agreed to nominate and support Mr. Jellison for election at the 2024 Annual Meeting, subject to the Board's fiduciary duties under applicable law. Each of Mr. Jellison and Mr. Capper will be appointed to the Capital Allocation Committee of the Board and the Capital Allocation Committee will be set at five directors, subject to the Board's fiduciary duties under applicable law. Following the 2024 Annual Meeting, the size of the Board will be decreased to nine directors and the Company has agreed to limit the size of the Board to no more than nine directors during the Standstill Period (as defined below), subject to the Board's fiduciary duties under applicable law. In addition, the Company has agreed to implement a share repurchase program, subject to market conditions, applicable legal requirements, including the insider trading provisions of U.S. securities law, and other relevant factors, for an aggregate purchase price equal to $40,000,000 to occur by June 30, 2026 as follows: (i) $15,000,000 to be effected through a Rule 10b5-1 compliant trading plan initiated no later than 5:00 p.m. Eastern Daylight Time on May 31, 2024 and to be effective through June 30, 2025, an

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Cooperation Agreement described in Item 1.01 above, effective May 28, 2024, the Board of the Company increased its size from eight to ten directors and appointed (i) Mr. Jellison to the Board as a Class I director, with a term expiring at 2024 Annual Meeting and (ii) Mr. Capper to the Board as a Class II director, with a term expiring at the Company's 2025 annual meeting of stockholders. The Board has determined that each of Messrs. Jellison and Capper qualifies as an "independent director" as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Messrs. Jellison and Capper will each serve on the Capital Allocation Committee of the Board. Other than the Cooperation Agreement, there is no arrangement or understanding between each of Messrs. Jellison and Capper and any other person pursuant to which each of them was appointed as a director. There are no family relationships between each of Messrs. Jellison and Capper and any director or executive officer of the Company, and each of Messrs. Jellison and Capper does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. As non-employee directors of the Company, Messrs. Jellison and Capper will each receive cash and equity compensation pursuant to the Company's non-employee director compensation program. Upon appointment to the Board, as provided under the referenced non-employee director compensation program, each of Messrs. Jellison and Capper was awarded $12,500 worth of restricted stock units under the Company's 2017 Omnibus Incentive Plan, with such grants effective on the first day of the month following their date of appointment. Each restricted stock unit gives the grantee the right to receive one share of common stock and is valued at the f

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the matters described herein. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Cooperation Agreement, dated May 28, 2024, by and among the Company and the Investor Group 99.1 Press Release of Anika Therapeutics, Inc. dated May 28, 2024 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: May 28, 2024 By: /s/ Cheryl R. Blanchard Cheryl R. Blanchard President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR