Caligan Partners Amends Anika Therapeutics Stake

TL;DR

Caligan Partners updated their Anika Therapeutics filing on 3/6/24. Watch this space.

AI Summary

Caligan Partners LP, along with David Johnson and William Jellison, has amended their Schedule 13D filing regarding Anika Therapeutics, Inc. as of March 6, 2024. The filing indicates a change in their beneficial ownership of the company's common stock. Specific details on the percentage of shares owned or any transactions are not provided in this excerpt.

Why It Matters

This amendment signals a potential shift in control or influence for Anika Therapeutics, Inc., as a significant stakeholder has updated their filing with the SEC.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often precede significant corporate actions or changes in strategy, warranting close monitoring.

Key Players & Entities

• Caligan Partners LP (company) — Filing entity
• David Johnson (person) — Group member of filing entity
• William Jellison (person) — Group member of filing entity
• Anika Therapeutics, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.01 — me of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $33,228,745 — n Parties used a total of approximately $33,228,745 (excluding brokerage commissions) to ac
• $70,351 — Jellison used a total of approximately $70,351 to acquire the shares of Common Stock r
• $50,000 — the Nominee Agreement in the amount of $50,000 and will receive an additional $50,000

Filing Documents

• p24-1111sc13da.htm (SC 13D/A) — 93KB
• p24-1111exhibit99_2.htm (EX-99) — 5KB
• p24-1111exhibit99_3.htm (EX-99.3) — 19KB
• 0000902664-24-002242.txt ( ) — 118KB

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This statement is filed by: (i) Caligan Partners LP, a Delaware limited partnership (" Caligan "), which serves indirectly as the investment manager to Caligan Partners Master Fund LP, a Cayman Islands limited partnership (the " Caligan Fund "), and managed accounts (the " Caligan Accounts "), with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Accounts; (ii) David Johnson, the Managing Partner of Caligan and Managing Member of Caligan Partners GP LLC, the general partner of Caligan (" Mr. Johnson ", together with Caligan and Caligan Partners GP, LLC, the " Caligan Parties "), with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Accounts; and (iii) William Jellison (" Mr. Jellison ") with respect to the shares of Common Stock held directly by him. Each of the foregoing is referred to as a " Reporting Person " and collectively as the " Reporting Persons ." (b) The principal (c) The principal business of each of the Caligan Parties is investment management. The principal occupation of Mr. Jellison is as a corporate director. (d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. CUSIP No. 035255108 SCHEDULE 13D/A Page 6 of 10 Pages (f) Caligan is a Delaware l

of the Schedule 13D is hereby amended and restated in its entirety as follows

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Caligan Parties used a total of approximately $33,228,745 (excluding brokerage commissions) to acquire the shares of Common Stock held by the Caligan Fund and Caligan Accounts. The source of the funds used to acquire the shares of Common Stock reported herein as beneficially owned by the Caligan Parties was the working capital of the Caligan Fund and the Caligan Accounts. Mr. Jellison used a total of approximately $70,351 to acquire the shares of Common Stock reported herein as beneficially owned by him was derived from his personal account. Item 4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby amended and supplemented by the addition of the following

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Caligan believes the Issuer's securities are significantly undervalued and represent a compelling investment opportunity. On March 6, 2024, the Caligan Fund submitted to the Issuer a notice of its intention to nominate (" Nomination Notice ") two individuals – Messrs. Johnson and Jellison (collectively, the " Nominees ") – for election to the Board in connection with the Issuer's 2024 annual meeting of stockholders. Item 5. INTEREST IN SECURITIES OF THE ISSUER Items 5 (a)-(d) of the Schedule 13D are hereby amended and restated as follows: (a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person. The percentages set forth in this Schedule 13D are based upon 14,640,886 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023. By virtue of the Nominee Agreement (as defined in Item 6 of this Amendment No. 2), the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and the “group” may be deemed to beneficially own an aggregate of 1,426,193 shares of Common Stock, representing approximately 9.7% of the outstanding shares of Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons. CUSIP No. 035255108 SCHEDULE 13D/A Page 7 of 10 Pages (b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared po

of the Schedule 13D is hereby amended and supplemented by the addition of the following

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following: The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference herein. Caligan entered into an agreement with Mr. Jellison (the " Nominee Agreement ") pursuant to which Caligan has agreed to defend and indemnify Mr. Jellison against, and with respect to, any losses that may be incurred by him in the event he becomes a party to litigation based on his nomination as a candidate for election to the Board and the solicitation of proxies in support of his election. Mr. Jellison received compensation under the Nominee Agreement in the amount of $50,000 and will receive an additional $50,000 within five business days of the submission of the Nomination Notice, the after-tax proceeds of both of such payments of which he agreed to reinvest in the purchase of shares of Common Stock following the submission of the Nomination Notice but was satisfied by the purchases of Common Stock represented in Annex A of this Amendment No. 2. This description of the Nominee Agreement is qualified in its entirety by reference to the full text of the Nominee Agreement, the form of which is attached hereto as Exhibit 99.3 and is incorporated by reference herein. CUSIP No. 035255108 SCHEDULE 13D/A Page 8 of 10 Pages Item 7. MATERIAL TO BE FILED AS EXHIBITS

is hereby amended and supplemented by the addition of the following

Item 7 is hereby amended and supplemented by the addition of the following: Exhibit 99.2: Joint Filing Agreement. Exhibit 99.3: Form of Nominee Agreement. CUSIP No. 035255108 SCHEDULE 13D/A Page 9 of 10 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 6, 2024 CALIGAN PARTNERS LP By: /s/ David Johnson Name: David Johnson Title: Managing Partner /s/ David Johnson DAVID JOHNSON /s/ William Jellison WILLIAM JELLISON CUSIP No. 035255108 SCHEDULE 13D/A Page 10 of 10 Pages ANNEX A Transactions in the Shares of the Issuer During the Past Sixty (60) Days The following table sets forth all transactions in the shares of Common Stock reported herein effected during the past sixty (60) days. Except as noted below, all such transactions were effected by the Reporting Persons in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column titled "Price Range ($)", the price reported in the column titled "Price Per Share ($)" is a weighted average price. These shares of Common Stock were sold or purchased in multiple transactions at prices between the price ranges indicated in the column titled "Price Range ($)". The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold or purchased at each separate price. Caligan Fund and Caligan Accounts Trade Date Shares Purchased (Sold) Price Per Share ($) Price Range ($) 02/01/2024 600 23.175 22.95-23.58 02/02/2024 6,777 23.188 22.95-23.77 02/05/2024 3,334 23.0713 22.82-23.62 02/13/2024 2,227 23.1819 23.09-23.99 02/16/2024 2,062 24.4922 24.05-24.87 02/21/2024 14,000 24.3873 23.75-24.71 02/22/2024 20,451 24.9053 24.16-25.16 02/22/2024 4,549 25.1957 25.165-25.26 02/22/2024 (130,000) 25.00 02/23/2024 5,692 25.1628 24.61-25.5978 02/23/2024 19,308 25.9525 25.615-26.24 02/26/2024 85,726 25.8096 25.225-26.00 02/27/2024 10,200* 25.26 02/27

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View this SC 13D/A filing on SEC EDGAR