Amended Quarterly Report (10-q/a)
August 06 2020 - 4:06PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2020
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission File Number 000-21326
Anika Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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04-3145961
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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32 Wiggins Avenue, Bedford, Massachusetts
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01730
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(Address of Principal Executive Offices)
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(Zip Code)
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(781) 457-9000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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ANIK
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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 ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting
company ☐
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Emerging growth
company ☐
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 19, 2020, there were 14,202,273 outstanding shares of
Common Stock, par value $0.01 per share.
EXPLANATORY NOTE
This Amendment No. 1 on Form
10-Q/A, or this Amendment, is being filed to amend the Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020, or the Quarterly Report, we filed with the U.S. Securities and Exchange Commission, or the SEC, on May 22, 2020.
On March 4, 2020, the U.S.
Securities and Exchange Commission, or the SEC, issued an order (Release No. 34-88318) under Section 36 of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, granting exemptions from specified provisions of the Exchange Act and certain rules
thereunder. On March 25, 2020, the order was modified and superseded by a new SEC order (Release No. 34-88465), or the SEC Order,
that provides conditional relief to public companies that are unable to timely comply with their filing obligations as a result
of the COVID-19 pandemic.
We are filing this Amendment
solely to add disclosure that, in originally filing the Quarterly Report, we relied on the SEC Order for an extension of the original
due date of May 15, 2020 for the Quarterly Report. We made the original filing of the Quarterly Report on May 22, 2020, within
45 days of the original due date, as permitted under the SEC Order. The disclosure under the heading “Reliance on SEC Order”
below is hereby added as an explanatory note immediately before Part I of the Quarterly Report.
In addition, as required by
Rule 12b-15 under the Exchange Act, new certifications by our principal executive officer and principal financial officer are filed
herewith as exhibits to this Amendment, under Item 6 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Since
no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect
to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. In addition, since no financial
statements have been included in this Amendment, we are not including the certifications required under Section 1350 of Chapter
63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002).
Other than as expressly set
forth below, this Amendment does not, and does not purport to, amend, update or restate the information in the original filing
of the Quarterly Report or reflect any events that have occurred after the date on which the original filing of the Quarterly Report
was made. Information not affected by this Amendment remains unchanged and reflects the disclosures made at the time as of which
the original filing was made. No changes have been made to the financial statements contained in the original filing of the Quarterly
Report. Accordingly, this Amendment should be read together with the original filing of the Quarterly Report and our other filings
with the SEC.
RELIANCE ON SEC ORDER
We relied on the SEC Order in delaying the original filing of the
Quarterly Report until May 22, 2020. On May 8, 2020, we filed a Current Report on Form 8-K to indicate our intention to rely on
the SEC Order to delay the filing of the Quarterly Report due to circumstances related to the COVID-19 pandemic. As described in
such Current Report on Form 8-K, the extension of time was necessary due to unanticipated delays we experienced in connection with
COVID-19. Disruptions and changes to our business caused by COVID-19 required that we perform additional analyses relating to COVID-19’s
potential impact on our consolidated financial statements, including impairment to goodwill, especially in the context of our acquisitions
of Arthrosurface, Incorporated and Parcus Medical, LLC in the quarter ended March 31, 2020.
______________________
References in this Quarterly Report on
Form 10-Q to “we,” “us,” “our,” “our company,” and other similar references refer
to Anika Therapeutics, Inc. and its subsidiaries unless the context otherwise indicates.
Exhibit
No.
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Description
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+2.1
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Agreement and Plan of Merger, dated January 4, 2020, by and between Anika Therapeutics, Inc., Arthrosurface, Inc., Button Merger Sub, Inc. and Boston Millennia Partners Button Shareholder Representation, Inc.
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+2.2
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Agreement and Plan of Merger, dated January 4, 2020, by and between Anika Therapeutics, Inc., Parcus Medical, LLC, Sunshine Merger Sub, LLC and Philip Mundy
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†10.1
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Employment Agreement, dated February 25, 2020, by and between Anika Therapeutics, Inc., and Dr. Cheryl R. Blanchard
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†10.2
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Employment Agreement, dated April 23, 2020, by and between Anika Therapeutics, Inc. and Dr. Cheryl R. Blanchard
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10.3
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First Amendment effective August 13, 2019, with respect to the Credit Agreement dated as of October 24, 2017 and the Security and Pledge Agreement dated as of October 24, 2017
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10.4
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Second Amendment effective May 14, 2020, with respect to the Credit Agreement dated as of October 24, 2017 and the Security and Pledge Agreement dated as of October 24, 2017
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31.1
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Certification of Dr. Cheryl R. Blanchard, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 31.1 to the Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission on May 22, 2020 (File No. 001-14027) and incorporated herein by reference.
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31.2
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Certification of Sylvia Cheung, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as Exhibit 31.2 to the Form 10-Q for the quarter ended March 31, 2020 filed with the Securities and Exchange Commission on May 22, 2020 (File No. 001-14027) and incorporated herein by reference.
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*31.3
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Certification of Dr. Cheryl R. Blanchard, pursuant
to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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*31.4
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Certification of Sylvia Cheung, pursuant to Rules
13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Dr. Cheryl R. Blanchard, and Sylvia Cheung, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101
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The following materials from Anika Therapeutics, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 as filed with the SEC on May 22, 2020, formatted in XBRL (eXtensible Business Reporting Language):
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i.
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Condensed Consolidated Balance Sheets as of March 31, 2020 (unaudited) and December 31, 2019 (unaudited)
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ii.
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Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)
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iii.
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Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)
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iv.
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and March 31, 2019 (unaudited)
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v.
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Notes to Condensed Consolidated Financial Statements (unaudited)
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+
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Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and would likely cause competitive harm to Anika Therapeutics, Inc. if publicly disclosed.
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*
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Filed herewith.
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†
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Management contract or compensatory plan or arrangement.
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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 thereunto duly authorized.
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ANIKA THERAPEUTICS, INC.
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Date: August 6,
2020
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By:
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/s/ SYLVIA CHEUNG
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Sylvia Cheung
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Chief Financial Officer
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(Authorized Officer and Principal Financial Officer)
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