10-Q - ANIK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-14027

Anika Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	04-3145961
(State or Other Jurisdiction of Incorporation or Organization)	(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)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	ANIK	NASDAQ Global Select Market

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 ☐	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 for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of April 30, 2025, there were 14,341,423 outstanding shares of Common Stock, par value $0.01 per share.

ANIKA THERAPEUTICS, INC.

TABLE OF CONTENTS

		Page
Part I	Financial Information	3
Item 1.	Condensed Consolidated Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Condensed Consolidated Statement of Operations and Comprehensive Loss for the three months ended March 31, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
Part II	Other Information	27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
Signatures		30

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.

ANIKA, ANIKA THERAPEUTICS, CINGAL, HYAFF, HYALOFAST, INTEGRITY, MONOVISC, ORTHOVISC, and TACTOSET are our registered trademarks that appear in this Quarterly Report on Form 10-Q. For convenience, these trademarks appear in this Quarterly Report on Form 10-Q without ® and ™ symbols, but that practice does not mean that we will not assert, to the fullest extent under applicable law, our rights to the trademarks. This Quarterly Report on Form 10-Q also contains trademarks and trade names that are the property of other companies and licensed to us.

PART I:	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS

Anika Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

			December 31,
ASSETS			2024
Current assets:
Cash and cash equivalents	53,371		$	55,629
Accounts receivable, net	21,987			23,594
Inventories, net	21,336			23,809
Prepaid expenses and other current assets	5,815			5,494
Current assets held for sale	-			5,126
Total current assets	102,509			113,652
Property and equipment, net	40,461			38,994
Right-of-use assets	25,180			25,685
Other long-term assets	5,725			5,656
Notes receivable	5,838			5,935
Deferred tax assets	1,188			1,177
Intangible assets, net	2,281			2,490
Goodwill	7,423			7,125
Non-current assets held for sale	-			2,026
Total assets	190,605		$	202,740
LIABILITIES AND STOCKHOLDERS’ EQUITY	****	****	****	****	****
Current liabilities:
Accounts payable	5,277		$	5,617
Accrued expenses and other current liabilities	12,624			13,567
Current liabilities held for sale	-			4,122
Total current liabilities	17,901			23,306
Other long-term liabilities	744			772
Lease liabilities	23,563			24,014
Non-current liabilities held for sale	-			659
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, 0.01 par value; 1,250 shares authorized, no shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	-			-
Common stock, 0.01 par value; 90,000 shares authorized, 15,270 issued and 14,336outstanding and 15,010 issued and 14,416 outstanding at March 31, 2025 and December 31, 2024, respectively	143			144
Additional paid-in-capital	87,563			88,961
Accumulated other comprehensive loss	(6,103	)		(6,783	)
Retained earnings	66,794			71,667
Total stockholders’ equity	148,397			153,989
Total liabilities and stockholders’ equity	190,605		$	202,740

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Anika Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	2025			2024
Revenue	$	26,168		$	29,022
Cost of revenue		11,487			10,047
Gross Profit		14,681			18,975
Operating expenses:
Research and development		6,059			6,409
Selling, general and administrative		12,906			15,071
Total operating expenses		18,965			21,480
Loss from operations		(4,284	)		(2,505	)
Interest and other income (expense), net		415			592
Loss before income taxes		(3,869	)		(1,913	)
Provision for income taxes		89			43
Loss from continuing operations		(3,958	)		(1,956	)
Loss from discontinued operations, net of tax		(915	)		(2,558	)
Net loss	$	(4,873	)	$	(4,514	)
Loss per share:
Basic
Continuing operations		(0.28	)	$	(0.13	)
Discontinued operations		(0.06	)		(0.18	)
	$	(0.34	)	$	(0.31	)
Diluted
Continuing operations		(0.28	)	$	(0.13	)
Discontinued operations		(0.06	)		(0.18	)
	$	(0.34	)	$	(0.31	)
Weighted average common shares outstanding:
Basic		14,297			14,698
Diluted		14,297			14,698
Net loss	$	(4,873	)	$	(4,514	)
Foreign currency translation adjustment		680			(372	)
Comprehensive loss	$	(4,193	)	$	(4,886	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Anika Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31, 2025
	Common Stock								****	****	****	Accumulated			****	****	****
	****	****	****		****	Additional			****	****	****	Other			Total
	Number of			.01 Par		Paid			Retained			Comprehensive			Stockholders'
	Shares			Value		in Capital			Earnings			Loss			Equity
Balance, January 1, 2025		14,416				$	88,961		$	71,667		$	(6,783	)	$	153,989
Vesting of restricted stock units		250					1,693			-			-			1,695
Stock-based compensation expense		-					2,344			-			-			2,344
Retirement of common stock for minimum tax withholdings		(90	)		)		(1,466	)		-			-			(1,467	)
Repurchase of common stock		(241	)		)		(3,969	)		-			-			(3,971	)
Net loss		-					-			(4,873	)		-			(4,873	)
Other comprehensive loss		-					-			-			680			680
Balance, March 31, 2025		14,335				$	87,563		$	66,794		$	(6,103	)	$	148,397

All values are in US Dollars.

	Three Months Ended March 31, 2024
	Common Stock								****	****	****	Accumulated			****	****	****
	****	****	****		****	Additional			****	****	****	Other			Total
	Number of			.01 Par		Paid			Retained			Comprehensive			Stockholders'
	Shares			Value		in Capital			Earnings			Loss			Equity
Balance, January 1, 2024		14,660				$	90,009		$	128,052		$	(5,943	)	$	212,265
Issuance of common stock for equity awards		1					23			-			-			23
Vesting of restricted stock units		250					(2	)		-			-			-
Stock-based compensation expense		-					3,430			-			-			3,430
Retirement of common stock for minimum tax withholdings		(90	)		)		(2,295	)		-			-			(2,296	)
Net loss		-					-			(4,514	)		-			(4,514	)
Other comprehensive income		-					-			-			(372	)		(372	)
Balance, March 31, 2024		14,821				$	91,165		$	123,538		$	(6,315	)	$	208,536

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Anika Therapeutics, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2025			2024
	(a)			(a)
Cash flows from operating activities:
Net loss	$	(4,873	)	$	(4,514	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,383			1,734
Amortization of acquisition related intangible assets		209			329
Non-cash operating lease cost		577			565
Stock-based compensation expense		2,863			3,590
Deferred income taxes		18			193
Provision for credit losses		(346	)		93
Provision for inventory		832			2,063
Interest income on notes receivable		(224	)		-
Gain on sale of Parcus Medical		(300	)		-
Changes in operating assets and liabilities:
Accounts receivable		3,034			3,624
Inventories		523			(4,090	)
Prepaid expenses, other current and long-term assets		(203	)		(548	)
Accounts payable		47			401
Operating lease liabilities		(569	)		(546	)
Accrued expenses, other current and long-term liabilities		(3,088	)		(3,110	)
Income taxes		(13	)		90
Net cash used in operating activities		(130	)		(126	)
Cash flows from investing activities:
Proceeds from sale of Parcus Medical, net of cash		4,496			-
Purchases of property and equipment		(2,824	)		(1,808	)
Net cash provided by (used in) investing activities		1,672			(1,808	)
Cash flows from financing activities:
Repurchases of common stock		(3,971	)		-
Cash paid for tax withheld on vested restricted stock awards		(1,467	)		(2,296	)
Proceeds from exercises of equity awards		-			23
Net cash used in financing activities		(5,438	)		(2,273	)
Exchange rate impact on cash		108			(31	)
Decrease in cash and cash equivalents		(3,788	)		(4,238	)
Cash and cash equivalents at beginning of period		57,159			72,867
Cash and cash equivalents at end of period	$	53,371		$	68,629
Supplemental disclosure of cash flow information:
Non-cash investing activities:
Purchases of property and equipment included in accounts payable and accrued expenses	$	502		$	622
(a)	The cash flows related to discontinued operations and held-for-use assets and liabilities have not been segregated and remain included in the major classes of assets and liabilities. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. See Note 3 for selected financial information related to significant operating and investing cash flow items from discontinued operations.
---	---

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Anika Therapeutics, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(amounts in thousands, except share and per share amounts or as otherwise noted)

(unaudited)

1.	Nature of Business

Anika Therapeutics, Inc. (the “Company”) is a global joint preservation company in osteoarthritis (“OA”) pain management and regenerative solutions, focusing on early intervention orthopedics. The Company offers hyaluronic acid-based advancements in its OA Pain Management and Regenerative Solutions businesses, all designed to restore active living, empower surgeon choice, and enhance patient outcomes worldwide.

In early 2020, the Company expanded its overall technology platform through its strategic acquisitions of Parcus Medical, LLC (“Parcus Medical”), a sports medicine implant and instrumentation company, and Arthrosurface Incorporated (“Arthrosurface”), a company specializing in less invasive, bone preserving partial and total joint replacement solutions. These acquisitions broadened the Company's product portfolio, developed over its 30 years of expertise in hyaluronic acid technology, into joint preservation and restoration, increased its commercial capabilities, diversified its revenue base, and expanded its product pipeline and research and development expertise.

In October 2024, the Company announced a strategic shift to focus on its OA Pain Management and Regenerative Solutions businesses. This strategic decision resulted in the sale of Arthrosurface on October 31, 2024 and the sale of Parcus Medical on March 7, 2025.

The Company is subject to risks common to companies in the life sciences industry including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, commercialization of existing and new products, and compliance with U.S. Food and Drug Administration (“FDA”) and foreign regulations and approval requirements, as well as the ability to grow the Company’s business through appropriate commercial strategies.

2.	Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The financial statements include the accounts of Anika Therapeutics, Inc. and its subsidiaries. Inter-company transactions and balances have been eliminated. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to SEC rules and regulations relating to interim financial statements. The December 31, 2024 balances reported herein were derived from the audited consolidated financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the condensed consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual financial statements filed with its Annual Report on Form 10-K for the year ended December 31, 2024. The results of operations for the three-month period ended March 31, 2025 are not indicative of the results to be expected for the year ending December 31, 2025.

As noted above, the Company made a strategic decision in October 2024 that resulted in the sales of Arthrosurface and Parcus Medical. See Note 3, Discontinued Operations, for further information. The condensed consolidated financial statements reflect Arthrosurface and Parcus Medical’s results of operations as discontinued operations for all periods presented, and the related assets and liabilities as held-for-sale as of December 31, 2024.

Recent Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation and must also disaggregate income taxes paid. ASU 2023-09 is effective for fiscal years and interim periods beginning after December 15, 2024. The Company is evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for public companies for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact of ASU 2024-03 on its disclosures in future years as a result of the adoption of ASU 2024-03.

3.	Discontinued Operations

Arthrosurface

On October 31, 2024 (the “Closing Date”), the Company completed the sale of all of the outstanding equity interests of Arthrosurface, a Delaware corporation and former wholly-owned subsidiary of the Company, which held the Company’s Arthrosurface business, to Phoenix Brio, Incorporated, a Delaware corporation (the “Buyer”), pursuant to the terms and conditions of a Share Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), by and among the Company, Arthrosurface and Buyer (the “Arthrosurface Transaction”).

As consideration for the Arthrosurface Transaction, at the closing, the Buyer delivered to the Company a ten-year non-interest-bearing promissory note in the principal amount of $7.0 million. Under the terms of the Purchase Agreement, the Company is also eligible to receive: (i) for each calendar quarter, an amount equal to a percentage of the net sales (the “Revenue Payments”) for the sale of certain commercial and pipeline products during the period commencing on the Closing Date and ending on the earlier of the fifth (5th) anniversary of the Closing Date or the date on which the Buy-Out Payment (as defined below) is paid to the Company; and (ii) a percentage of the gross proceeds with respect to the sale of certain commercial and pipeline products in a bona-fide arm’s length transaction with a third party that is not an affiliate of Buyer or the Company occurring within the first twenty four (24) months following the Closing Date. The Buyer can also elect to make a payment in an amount equal to the greater of (A) $14.0 million or (B) ten (10) times the Revenue Payments ((A) and (B) together, the “Buy-Out Payment”) paid to the Company during the last full calendar year prior to the consummation of a change of control transaction or Buyer’s written notice to the Company that it is electing to make the Buy-Out Payment. Pursuant to the Purchase Agreement, the aggregate consideration is subject to customary post-closing adjustments. The Company determined the fair value of the consideration with the sale of the Arthrosurface asset group to be $5.9 million and recorded as Notes Receivable on its balance sheet at the time of divestiture. The carrying value of the Notes Receivable was $5.8 and $5.9 million, as of March 31, 2025 and December 31, 2024, respectively.

Parcus Medical

On March 7, 2025, the Company completed the sale of all outstanding equity interests of Parcus Medical, to Medacta Americas Manufacturing, Inc. (“Medacta”), pursuant to the terms and conditions of a Membership Interest Purchase Agreement (the “Parcus Transaction”). As consideration for the Parcus Transaction, at closing, Medacta paid $4.5 million in cash. Pursuant to the terms of the agreement, the aggregate consideration is subject to customary post-closing adjustments.

The components of loss from discontinued operations for the three months ended March 31, 2025 and 2024, consist of the following (in thousands):

	Three Months Ended March 31,
	2025			2024
Revenue	$	2,710		$	11,501
Costs and expenses		3,625			14,059
Loss from discontinued operations	$	(915	)	$	(2,558	)

For the three months ended March 31, 2025 and 2024, there was no income tax expense associated with discontinued operations.

The assets and liabilities reported as held-for-sale consist of the following (in thousands):

	As of December 31,
	2024
Assets
Cash and cash equivalents	$	1,531
Accounts receivable, net		3,285
Inventories		221
Prepaid expenses and other current assets		89
Property and equipment, net		1,134
Right-of-use assets		892
Total assets held-for-sale	$	7,152
Liabilities
Accounts payable	$	797
Accrued expenses and other current liabilities		3,324
Lease liabilities		660
Total liabilities held-for-sale	$	4,781

There are no assets and liabilities reported as held-for-sale as of March 31, 2025, as the Company completed the divestitures of the Arthrosurface and Parcus Medical asset groups prior to March 31, 2025.

Selected financial information related to significant operating and investing cash flow items from discontinued operations (excluding working capital impacts) are as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Depreciation	$	149	$	492
Amortization of acquisition related intangible assets	$	55	$	197
Non-cash operating lease cost	$	59	$	102
Stock-based compensation expense	$	132	$	336
Provision for inventory	$	-	$	1,185
Purchases of property and equipment	$	19	$	248
4.	Accounts Receivable
---	---

The Company estimates an allowance for credit losses with its accounts receivable resulting from the inability of its customers to make required payments, which is included in selling, general and administrative expenses in the accompanying consolidated statements of operations. In determining the adequacy of the allowance, management specifically analyzes individual accounts receivable, historical bad debts, customer concentrations, customer creditworthiness, current and reasonable and supportable forecasts of future economic conditions, accounts receivable aging trends, and changes in the Company’s customer payment terms.

The components of the Company’s accounts receivable are as follows:

	As of		As of
	March 31,		December 31,
	2025		2024
Accounts Receivable	$	22,703	$	24,324
Less: Allowance for credit losses		716		730
Net balance, end of period	$	21,987	$	23,594

A summary of activity in the allowance for credit losses is as follows:

	As of March 31,
	2025			2024
Balance, beginning of the period	$	730		$	834
Amounts provided		46			42
Amounts recovered		(80	)		(13	)
Amounts written off		-			(35	)
Translation adjustments		20			(10	)
Balance, end of period	$	716		$	818

5.	Fair Value Measurements

The Company has certain cash equivalents in money market funds that are classified within Level 1 of the fair value hierarchy and are valued based on quoted prices in active markets. For cash, accounts receivable, notes receivable, accounts payable, and accrued interest, the carrying amounts approximate fair value, because of the short maturity of these instruments, and therefore fair value information is not included in the table below. There were no transfers between fair value levels during the three-month periods ended March 31, 2025 and December 31, 2024, respectively.

The classification of the Company’s cash equivalents within the fair value hierarchy was as follows:

	March 31,		Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Amortized
	2025		(Level 1)		(Level 2)		(Level 3)		Cost
Cash equivalents:
Money Market Funds	$	42,495	$	42,495	$	-	$	-	$	42,495
	December 31,		Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs		Amortized
---	---	---	---	---	---	---	---	---	---	---
	2024		(Level 1)		(Level 2)		(Level 3)		Cost
Cash equivalents:
Money Market Funds	$	46,061	$	46,061	$	-	$	-	$	46,061
6.	Inventories
---	---

Inventories consist of the following:

	March 31,		December 31,
	2025		2024
Raw materials	$	12,940	$	13,180
Work-in-process		7,213		7,001
Finished goods		6,426		8,761
Total	$	26,579	$	28,942
Inventories	$	21,336	$	23,809
Other long-term assets		5,243		5,133
Total	$	26,579	$	28,942

Inventories are stated net of inventory reserves of approximately $4.3 million and $3.9 million, as of March 31, 2025 and December 31, 2024, respectively.

7.	Property and Equipment

Property and equipment is stated at cost and consists of the following:

	March 31,			December 31,
	2025			2024
Equipment and software	$	42,048		$	41,390
Furniture and fixtures		1,536			1,509
Leasehold improvements		36,654			36,340
Construction in progress		7,869			6,039
Subtotal		88,107			85,278
Less accumulated depreciation		(47,646	)		(46,284	)
Total	$	40,461		$	38,994

Depreciation expense was $1.2 million for each of the three-month periods ended March 31, 2025 and 2024, respectively.

8.	Intangible Assets

Intangible assets as of March 31, 2025 and December 31, 2024 consisted of the following:

	****	****	****	****	****	****	****	****	****	****	December 31,		****	****
	****	****	Three Months Ended March 31, 2025								2024		****	****
	****	****	Less:			****	****	****	****	****	****	****	****	****
	****	****	Accumulated			****	****	****	****	****	****	****	Weighted
	****	****	Currency			Less:			****	****	****	****	Average
	Gross		Translation			Accumulated			Net Book		Net Book		Useful
	Value		Adjustment			Amortization			Value		Value		Life
Developed technology	$	12,080	$	(1,608	)	$	(9,864	)	$	608	$	805		14
IPR&D		2,656		(1,006	)		-			1,650		1,650	Indefinite
Distributor relationships		4,700		(415	)		(4,285	)		-		-		5
Patents		1,000		(189	)		(788	)		23		35		16
Total	$	20,436	$	(3,218	)	$	(14,937	)	$	2,281	$	2,490		10

The aggregate amortization expense related to intangible assets was $0.2 million and $0.1 million for the three-month periods ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the scheduled amortization of intangible assets is as follows:

Remainder of 2025	$	281
2026		200
2027		150
Total	$	631
9.	Goodwill
---	---

The Company assesses goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate there may be impairment.

Changes in the carrying value of goodwill for the three-months ended March 31, 2025 were as follows:

	Three Months Ended March 31,
	2025
Balance, beginning of period	$	7,125
Effect of foreign currency adjustments		298
Balance, ending of period	$	7,423

10.	Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	March 31,		December 31,
	2025		2024
Compensation and related expenses	$	5,946	$	6,828
Professional fees		3,382		2,485
Operating lease liability – current		1,874		1,918
Clinical trial costs		308		295
Share based compensation		273		1,213
Income taxes payable		65		63
Other		776		765
Total	$	12,624	$	13,567
11.	Commitments and Contingencies
---	---

In certain of its contracts, the Company warrants to customers that the products it manufactures conform to the product specifications as in effect at the time of delivery of the specific product. The Company may also warrant that the products it manufactures do not infringe, violate, or breach any U.S. or international patent or intellectual property right, trade secret, or other proprietary information of any third party. On occasion, the Company contractually indemnifies its customers against any and all losses arising out of, or in any way connected with, any claim or claims of breach of its warranties or any actual or alleged defect in any product caused by the negligent acts or omissions of the Company. The Company maintains a products liability insurance policy that limits its exposure to these risks. Based on the Company’s historical activity, in combination with its liability insurance coverage, the Company believes the estimated fair value of these indemnification agreements is immaterial. The Company had no accrued warranties as of March 31, 2025 or December 31, 2024 and has no history of claims paid.

The Company is also involved from time-to-time in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these occasional legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flow.

12.	Revenue and Geographic Information

Revenue by product classification is as follows:

	Three Months Ended March 31,
	2025		2024
Original Equipment Manufacturer (“OEM”) Channel	$	14,909	$	19,450
Commercial Channel		11,259		9,572
Total	$	26,168	$	29,022

Revenue from the Company’s sole significant customer, Johnson & Johnson MedTech (“J&J MedTech”), part of the Johnson & Johnson Medical Companies, as a percentage of the Company’s total revenue was 50% and 59% for the three months ended March 31, 2025 and 2024, respectively.

Total revenue by geographic location based on the location of the customer in total and as a percentage of total revenue were as follows:

	Three Months Ended March 31,
	2025					2024
	****	****	Percentage of			****	****	Percentage of
	Revenue		Revenue			Revenue		Revenue
Geographic Location:	****	****	****	****	****	****	****	****	****	****
United States	$	16,363		63	%	$	20,372		70	%
Europe		5,798		22	%		4,565		16	%
Other		4,007		15	%		4,085		14	%
Total	$	26,168		100	%	$	29,022		100	%

13.	Equity Incentive Plans

Equity Incentive Plans

The Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) was approved by the Company’s stockholders on June 13, 2017 and subsequently amended on June 18, 2019, June 16, 2020, June 16, 2021, June 8, 2022 and June 14, 2023. On June 14, 2023, the Company’s stockholders approved an amendment to the 2017 Plan increasing the number of shares by 435,000 shares from 4,850,000 shares to 5,285,000 shares. The 2017 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock awards, performance restricted stock units (“PSUs”), restricted stock units (“RSUs”), total shareholder return options (“TSRs”) and performance options that may be settled in cash, stock, or other property. In accordance with the 2017 Plan approved by the Company’s stockholders, including the amendments thereto, each share award other than stock options or SARs will reduce the number of total shares available for grant by two shares. Subject to adjustment for specified types of changes in the Company’s capitalization, no more than 5.3 million shares of common stock may be issued under the 2017 Plan. There were 1.0 million shares available for future grant at March 31, 2025 under the 2017 Plan.

The Anika Therapeutics, Inc. 2021 Inducement Plan (the “Inducement Plan”) was adopted by the Company’s board of directors on November 4, 2021 and subsequently amended on December 22, 2023 and May 2, 2024. On May 2, 2024, the Company’s board of directors approved an amendment to the Inducement Plan increasing the number of shares by 100,000 shares. The Inducement Plan reserves 350,000 shares of common stock for issuance pursuant to equity-based awards granted under the Inducement Plan. Such awards may be granted only to an individual who was not previously an employee of the Company or director with the Company. The Inducement Plan provides for the grant of awards under terms substantially similar to the 2017 Plan (as amended). There were 0.1 million shares available for future grant at March 31, 2025 under the Inducement Plan.

The Company may satisfy share-settled awards upon exercise, or upon fulfillment of the vesting requirements for other equity-based awards, with either newly issued shares or shares reacquired by the Company. Stock-based awards are granted with an exercise price equal to or greater than the market price of the Company’s stock on the date of grant. Awards contain service conditions or service and performance conditions, and they generally become exercisable ratably over three years with a maximum contractual term of ten years.

The Company presents the expenses related to stock-based compensation awards in the same expense line items as cash compensation paid to each of its employees as follows (in thousands):

	Three Months Ended March 31,
	2025		2024
Cost of revenue	$	106	$	115
Research and development		442		481
Selling, general and administrative		2,447		2,658
Total stock-based compensation expense	$	2,995	$	3,254

Stock Options

Stock options are granted to purchase common shares at prices that are equal to the fair market value of the shares on the date the options are granted or, in the case of premium options, are granted with an exercise price at 110% of the market price of the Company’s common stock on the date of grant. Options generally vest in equal annual installments over a period of three years and expire 10 years after the date of grant. The grant-date fair value of options is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

The following summarizes the activity under the Company’s stock option plans:

	****	****	****	****	****	Weighted		****	****
	****	****	****	****	****	Average		****	****
	****	****	****	Weighted		Remaining		Aggregate
	****	****	****	Average		Contractual		Intrinsic
	Number of			Exercise		Term		Value
	Options			Price		(in years)		(in thousands)
Outstanding as of December 31, 2024		2,089,040		$	32.07			$	-
Granted		-		$	-
Exercised		-		$	-			$	-
Forfeited and canceled		(216,376	)	$	34.00			$	-
Outstanding as of March 31, 2025		1,872,664		$	31.83		6.9	$	-
Vested, March 31, 2025		1,378,102		$	33.23		6.3	$	-
Vested or expected to vest, March 31, 2025		1,872,664		$	31.83		6.9	$	-

The aggregate intrinsic value of options exercised for the three-month period ended March 31, 2025 was immaterial. The Company did not grant any stock options during the three-months ended March 31, 2025.

The Company uses the Black-Scholes pricing model to determine the fair value of options granted. The calculation of the fair value of stock options is affected by the stock price on the grant date, the expected volatility of the Company’s common stock over the expected term of the award, the expected life of the award, the risk-free interest rate and the dividend yield.

Listed below are the assumptions used in the Black-Scholes pricing model for options granted during the three months ended March 31, 2024. There were no options granted during the three months ended March 31, 2025. The assumptions were as follows:

	Three Months Ended
	March 31,
	2024
Risk free interest rate		3.9	%		-		4.3	%
Expected volatility		46.8	%		-		48.2	%
Expected life (years)					4.5
Expected dividend yield					0.0	%
Fair value per option				$	10.48

As of March 31, 2025, there was $4.6 million of unrecognized compensation cost related to unvested stock options. This expense is expected to be recognized over a weighted average period of 1.8 years.

Restricted Stock Units (“RSUs”)

RSUs generally vest in equal annual installments over a three-year period. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company determines the fair value of RSUs based on the closing price of its common stock on the date of grant.

RSU activity for the three-month period ended March 31, 2025 was as follows:

	****	****	****	Weighted
	Number of			Average
	Shares			Fair Value
Outstanding as of December 31, 2024		836,562		$	26.70
Granted		455,730		$	15.03
Vested		(250,172	)	$	21.86
Forfeited and cancelled		(71,290	)	$	23.97
Outstanding as of March 31, 2025		970,830		$	22.67

The weighted-average grant-date fair value per share of RSUs granted was $15.03 and $25.44 for the three-month periods ended March 31, 2025 and 2024, respectively. The total fair value of RSUs vested was $5.5 million and $7.7 million for the three-month periods ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was $3.3 million of unrecognized compensation cost related to time-based RSUs, which was expected to be recognized over a weighted-average period of 1.2 years.

The Company’s annual grants of RSU awards in March 2024 and 2025 can be settled at vesting in cash or shares at the Company’s election. The Company has recorded these RSUs as a liability due to the expectation that the Company will settle the vesting of these RSU awards in cash due to a potential shortage of shares in the 2017 Plan at the time of vesting. As a result, these RSUs will be subject to change in value at the time of each reporting period. The first tranche of the March 2024 RSU awards, 106,550 shares, vested in March 2025 and were settled in shares. As of March 31, 2025, the Company had 665,921 shares outstanding for which a liability of $0.2 million was recorded in Accrued Expenses and Other Liabilities and there is unrecorded compensation cost of $9.8 million which is to be recognized over a weighted-average period of 2.7 years.

Performance Stock Units (“PSUs”)

PSU activity for the three-month period ended March 31, 2025 was as follows:

	****	****	Weighted
	Number of		Average
	Shares		Fair Value
Outstanding as of December 31, 2024		-	$	-
Granted		290,792	$	14.04
Vested		-	$	-
Forfeited and cancelled		-	$	-
Outstanding as of March 31, 2025		290,792	$	14.04

The weighted-average grant-date fair value per share of PSUs granted was $14.04 for the three-month period ended March 31, 2025. There were no PSUs granted for the three-month period ended March 31, 2024.

The Company’s annual grants of PSU awards in March 2025 can be settled at vesting in cash or shares at the Company’s election. The Company has recorded these PSUs as a liability due to the expectation that the Company will settle the vesting of these PSU awards in cash due to a potential shortage of shares in the 2017 Plan at the time of vesting. As a result, these PSUs will be subject to change in value at the time of each reporting period. As of March 31, 2025, the Company had 290,792 shares outstanding for which a liability of $0.1 million was recorded in Accrued Expenses and Other Liabilities and there is unrecorded compensation cost of $4.0 million which is to be recognized over a weighted-average period of 3.0 years.

On March 14, 2025, the Company granted 290,792 PSUs to certain senior management employees. The Company granted two types of PSU awards. One PSU award is a market-based award in which the number of shares can vest between 50-200% of target based on the Company’s stock price achieving certain price targets from March 14, 2025 through March 1, 2028. No shares will vest if these stock price targets are not achieved. If the price targets are achieved, vesting will occur on March 14, 2028. The Company estimated the fair value of these PSUs using a Monte-Carlo simulation model at grant date and will update at each reporting period. The second type of PSUs are awards that may vest upon achievement of certain strategic performance objectives based on regulatory milestones and financial targets. These awards vest annually on each anniversary date of the grant date over three years if the performance milestones are met. The Company recognizes stock-based compensation based on the probability outcomes of achieving these milestones.

14.	Income Taxes

The income tax expense was $0.1 million for the three-month period ended March 31, 2025, resulting in an effective tax rate of (2.3%). The income tax expense was immaterial for the three-month period ended March 31, 2024, resulting in an effective tax rate of (2.2%). The tax rates are consistent for the three-month period ended March 31, 2025, as compared to the same period in 2024, primarily due to a full valuation allowance being recorded against domestic deferred tax assets at March 31, 2025.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. The Company has incurred operating losses in recent years. As a result, the Company anticipates that deferred tax assets originating during the year ended December 31, 2025 will exceed the availability of reversing taxable temporary differences. Due to significant negative evidence, including the Company’s prior year operating losses, the Company concluded its anticipated net deferred tax assets in the U.S. are not more likely than not to be realizable. Accordingly, the income tax provision for the three-month period ended March 31, 2025 includes an adjustment for the valuation allowance required against the U.S deferred tax assets. As of March 31, 2025, the Company continues to believe its foreign deferred tax assets are realizable based upon future reversals of existing taxable temporary differences and projected future taxable income.

The Company files income tax returns in the United States on a federal basis, in certain U.S. states, and in certain foreign jurisdictions. The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate, which varies by jurisdiction. In September 2024, the Company was notified by the Italian tax authorities that it had selected the Company’s tax returns for its Italian subsidiary for 2021 for examination and they remain under review.

15.	Earnings Per Share (“EPS”)

Basic EPS is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Unvested restricted shares, although legally issued and outstanding, are not considered outstanding for purposes of calculating basic EPS. Diluted EPS is calculated by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding share-based awards using the treasury stock method. Due to the Company’s loss position, the share-based payment awards are anti-dilutive.

The Company had a net loss during the three-month periods ended March 31, 2025 and 2024, respectively, and therefore all potential common shares would have been anti-dilutive and accordingly were excluded from the computation of diluted EPS. Stock options of 1.9 million shares and 2.2 million shares were outstanding for the three-month periods ended March 31, 2025 and 2024, respectively. Restricted and performance stock units totaling 1.3 million and 0.9 million were outstanding for the three-month periods ended March 31, 2025 and 2024, respectively. These securities were not included in the computation of diluted EPS because the awards’ impact on EPS would have been anti-dilutive.

16.	Share Repurchase

In May 2024, the Company agreed to implement a share repurchase program for an aggregate purchase price of $40.0 million to occur as follows: (i) first $15.0 million was effected through a Rule 10b5-1 Plan initiated prior to June 1, 2024 and to be effective through June 30, 2025, and (ii) the remaining amount to be purchased in the open market through June 2026. In the event of positive “free cash flow” as defined in the Cooperation Agreement dated May 28, 2024, with Caligan Partners LP, Caligan Partners Master Fund LP and David Johnson, for the period from July 1, 2024 through June 30, 2025, the amount under the share repurchase program shall be increased by 50% of such positive amount. In no event would we be required to make any purchases in the event that the Company’s cash would be less than $45.0 million after taking into account the share repurchase and reasonably anticipated capital expenditures and restructuring costs.

On May 28, 2024, the Company entered into a share repurchase agreement under a Rule 10b5-1 Plan with Bank of America. As of March 31, 2025, the Company completed the first part of the share repurchase program in which it purchased 746,431 shares at an average cost of $20.10 per share for a total cost of $15.0 million.

17.	Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and assess performance. The Company operates in one business segment. The Company’s CODM is its President and Chief Executive Officer, who reviews financial information presented on a consolidated basis. The CODM’s financial review is focused on the consolidated financial results of the Company which is used as the basis for financial performance assessment and allocation of resources.

The following table presents financial information with respect to the Company’s single operating segment for the three months ended March 31, 2025 and 2024 (in thousands):

	Three Months Ended March 31,
	2025			2024
Revenue	$	26,168		$	29,022
Cost of revenue		11,487			10,047
Gross Profit		14,681			18,975
Operating expenses:
Research and development		6,059			6,409
Selling, general and administrative		12,906			15,071
Total operating expenses		18,965			21,480
Loss from operations		(4,284	)		(2,505	)
Interest and other income (expense), net		415			592
Loss before income taxes		(3,869	)		(1,913	)
Provision for income taxes		89			43
Loss from continuing operations		(3,958	)		(1,956	)
Loss from discontinued operations, net of tax		(915	)		(2,558	)
Net loss	$	(4,873	)	$	(4,514	)

Total U.S revenues were $16.4 million and $20.4 million for the three months ended March 31, 2025 and 2024, respectively. See Note 12 Revenue and Geographic Information for additional information about revenue by region.

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our financial statements and related notes appearing elsewhere in this report and our audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, or our 2024 Form 10-K. In addition to historical information, this report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission, or the SEC, encourages companies to disclose forward-looking statements so that investors can better understand a company’s future prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as "will," "likely," "may," "believe," "expect," "anticipate," "intend," "seek," "designed," "develop," "would," "future," "can," "could," and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements regarding expected future operating results, expectations regarding the timing and receipt of regulatory results, anticipated levels of capital expenditures, and expectations of the effect on our financial condition of claims, litigation, and governmental and regulatory proceedings.

Please also refer to “Item 1A. Risk Factors” of our 2024 Form 10-K for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Management Overview

We are a global joint preservation company that creates and delivers meaningful advancements in early intervention orthopedic care. Based on our collaborations with clinicians to understand what they need most to treat their patients, 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, or OA, pain management and regenerative solutions.

We have over thirty years of global expertise developing, manufacturing and commercializing products based on our hyaluronic acid, or HA, technology platform. HA is a naturally occurring polymer found throughout the body that is vital for proper joint health and tissue function. Our proprietary technologies for modifying the HA molecule allow product properties to be tailored specifically to multiple uses, including enabling longer residence time to support OA pain management and creating a solid form of HA called Hyaff, which is a platform utilized in our Regenerative Solutions portfolio.

In early 2020, we expanded our overall technology platform, product portfolio, and significantly expanded our commercial infrastructure, especially in the United States, through our strategic acquisitions of Parcus Medical, LLC, or Parcus Medical, a sports medicine and instrumentation solutions provider, and Arthrosurface Incorporated, or Arthrosurface, a company specializing in bone preserving partial and total joint replacement solutions. These acquisitions augmented our HA-based OA Pain Management and Regenerative Solutions products with a broad suite of products and capabilities focused on early intervention joint preservation, primarily in upper and lower extremities such as shoulder, foot/ankle, knee and hand/wrist.

In October 2024, we announced a strategic shift to focus on our OA Pain Management and our Regenerative Solutions businesses. This strategic decision involved the sale of Arthrosurface in October 2024 and the sale of Parcus Medical in March 2025.

As we look towards the future, our business is positioned to capture value within our target markets of OA Pain Management and Regenerative Solutions. We believe our future success will be driven by our:

●	Over 30 years of experience in HA and HA-based regenerative solutions and early intervention orthopedics, combined with seasoned leadership with a strong financial foundation for future investment in meaningful solutions for our customers and their patients;
●	Utilizing proprietary HA-based technology and manufacturing expertise to provide new and differentiated solutions in next generation OA pain management (e.g. Cingal) and regenerative (e.g. Integrity Implant System and Hyalofast) markets;
---	---
●	Growth of the Integrity Implant System, our hyaluronic acid-based scaffold for rotator cuff and other tendon repairs, launched in 2024;
---	---
●	Targeting to introduce key HA-based products into the US market upon FDA approval/clearance, such as Cingal and Hyalofast, and developing additional products that leverage our proprietary Hyaff regenerative platform;
---	---
●	Robust network of stakeholders in our target markets to identify evolving unmet patient treatment needs;
---	---
●	Global commercial expertise, which we will leverage to drive growth across our product portfolio, including continued international expansion;
---	---
●	Opportunity to pursue strategic inorganic growth opportunities, including potential partnerships and smaller acquisitions, technology licensing, and leveraging our strong financial foundation and operational capabilities; and
---	---
●	Energized and experienced team focused on strong values, talent, and culture.
---	---

Products

OA Pain Management

Our OA Pain Management product family consists of Monovisc and Orthovisc, our injectable, HA-based OA pain management offerings that are indicated to provide pain relief from osteoarthritis conditions; and Cingal, our novel, single-injection OA Pain Management product consisting of our proprietary cross-linked HA material combined with a fast-acting steroid. Cingal is our next generation fast-acting, long-lasting, non-opioid, clinically proven osteoarthritis pain product which is designed to provide both short- and long-term pain relief through at least six months. It is currently sold outside the United States in over 35 countries. In 2022, we completed a third Phase III clinical trial for Cingal, which achieved its primary endpoint. Cingal is not currently approved for commercial use in the United States. We have been actively engaging with the U.S. Food and Drug Administration, or the FDA, on next steps for U.S. regulatory approval.

Regenerative Solutions

Our Regenerative Solutions product family consists of: (a) our portfolio of orthopedic regenerative solutions products utilizing HA, including Integrity, our hyaluronic acid-based scaffold for rotator cuff repair and other tendon procedures, Tactoset, an HA-enhanced, flowable, injectable and settable bone void filler used to facilitate bone regeneration and augment hardware in poor quality bone, and Hyalofast, a hyaluronic acid scaffold for cartilage repair, sold outside of the United States in over 30 countries.

Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

	Three Months Ended March 31,
	2025			2024			Change		% Change
	(in thousands, except percentages)
Revenue	$	26,168		$	29,022			)		(10	%)
Cost of revenue		11,487			10,047					14	%
Gross profit		14,681			18,975			)		(23	%)
Gross margin		56	%		65	%
Operating expenses:
Research and development		6,059			6,409			)		(5	%)
Selling, general and administrative		12,906			15,071			)		(14	%)
Total operating expenses		18,965			21,480			)		(12	%)
Loss from operations		(4,284	)		(2,505	)		)		71	%
Interest and other income (expense), net		415			592			)		(30	%)
Loss before income taxes		(3,869	)		(1,913	)		)		102	%
Provision for income taxes		89			43					107	%
Loss from continuing operations		(3,958	)		(1,956	)		)		102	%
Loss from discontinued operations, net of tax		(915	)		(2,558	)				(64	%)
Net loss	$	(4,873	)	$	(4,154	)		)		8	%

All values are in US Dollars.

Revenue

The following table presents revenue by product family for the three-month period ended March 31, 2025 and 2024 as follows:

	Three Months Ended March 31,
	2025		2024		Change		% Change
	(in thousands, except percentages)
Original Equipment Manufacturer (“OEM”) Channel	$	14,909	$	19,450		)		(23	%)
Commercial Channel		11,259		9,572				18	%
	$	26,168	$	29,022		)		(10	%)

All values are in US Dollars.

Revenue for the three-month period ended March 31, 2025 was $26.2 million, a decrease of $2.9 million, or 10%, compared to the same period in 2024. The decrease in revenue was driven by lower sales activity with our OEM Channel partners, primarily J&J MedTech and the discontinuation of certain non-orthopedic products.

Revenue from our OEM Channel product family decreased by 23% for the three-month period ended March 31, 2025, as compared to the same period in 2024, due primarily to lower pricing on sales to J&J MedTech, and lower revenue from J&J MedTech due to lower end user sales in 2025.

Revenue from our Commercial Channel product family increased 18% for the three-month period ended March 31, 2025, as compared to the same period in 2024, primarily due to higher international sales on our OA Pain Management products and growing commercial adoption of our newest products, particularly Integrity, which offset lower sales of certain legacy products.

Gross Profit and Margin

Gross profit for the three-month period ended March 31, 2025 decreased $4.3 million to $14.7 million, representing a 56% gross margin for the period as compared to 65% in the prior year. The decrease in gross profit for the three-month period ended March 31, 2025, as compared to the same period in 2024, primarily resulted from lower revenue and higher manufacturing costs. Gross margin for the three-month period ended March 31, 2025 decreased compared to the same period of prior year due to larger percentage of international sales that generally have a lower average selling price, higher manufacturing costs and increase in inventory reserves and scrap.

Research and Development

Research and development expenses for the three-month period ended March 31, 2025 were $6.1 million, a decrease of $0.3 million as compared to the same period in 2024. The decrease was primarily related to reduced headcount and lower product development and regulatory costs.

Selling, General and Administrative

Selling, general and administrative expenses for the three-month period ended March 31, 2025 were $12.9 million, a decrease of $2.2 million, as compared to the same period in 2024. This decrease for the three-month period ended March 31, 2025 was primarily due to reduced headcount, lower marketing expenses and other non-recurring corporate costs that occurred in 2024.

Loss from Continuing Operations

For the three-month period ended March 31, 2025, the loss from continuing operations was $4.0 million, compared to a loss from continuing operations of $2.0 million for the same period in 2024. The $2.0 million increase in the loss from continuing operations was due to lower revenue and higher manufacturing costs.

Income Taxes

Non-GAAP Financial Measures

We present certain information with respect to adjusted Earnings Before Interest, Tax, Depreciation and Amortization, or EBITDA, adjusted net income, adjusted diluted earnings per share or adjusted EPS, which are financial measures not based on any standardized methodology prescribed by accounting principles generally accepted in the United States, or GAAP, and is not necessarily comparable to similarly titled measures presented by other companies.

We have presented adjusted EBITDA, adjusted net income, adjusted EPS, because they are key measures used by our management and board of directors to understand and evaluate our operating performance and to develop operational goals for managing our business. We believe these financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. In particular, we believe that the exclusion of these items in calculating these measures can provide a useful tool for period-to-period comparisons of our core operating performance. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making.

Adjusted EBITDA

We present information below with respect to adjusted EBITDA, which we define as our net income (loss) excluding interest and other expense, net, income tax benefit, depreciation and amortization, stock-based compensation, and acquisition-related expenses.

Adjusted EBITDA is not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net (loss) income, which is the nearest GAAP equivalent. Some of these limitations are:

●	adjusted EBITDA excludes depreciation and amortization, and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;
●	we exclude share-based compensation expense from adjusted EBITDA although (a) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy and (b) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses would be higher, which would affect our cash position;
---	---
●	the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results;
---	---

The following is a reconciliation of adjusted EBITDA, a non-GAAP metric, to net loss, the most directly comparable GAAP financial measure, for the three-month periods ended March 31, 2025 and 2024, respectively:

	Three Months Ended March 31,
	2025			2024
	(in thousands)
Net loss from continuing operations	$	(3,958	)	$	(1,956	)
Interest and other (income) expense, net		(415	)		(592	)
Provision for (benefit from) income taxes		89			43
Depreciation and amortization		1,416			1,374
Share-based compensation		2,995			3,254
Costs of shareholder activism		-			601
Adjusted EBITDA	$	127		$	2,724

Adjusted EBITDA in the three-month period ended March 31, 2025 decreased $2.6 million as compared with the same period in 2024. The decrease in adjusted EBITDA for the period was primarily due to a decrease in OEM Channel revenues and lower gross profit. .

Adjusted Net Income (Loss) and Adjusted EPS

We present information below with respect to adjusted net (loss) income and adjusted EPS. We define adjusted net (loss) income as our net (loss) income excluding amortization and depreciation of acquired assets, share-based compensation, and other non-recurring items, such as product rationalization charges, severance costs and costs of shareholder activism.. We define adjusted EPS as GAAP diluted earnings per share excluding the above adjustments to net (loss) income used in calculating adjusted net (loss) income, each on a per share and tax effected basis.

The following is a reconciliation of adjusted net loss, a non-GAAP metric, to net income (loss), the most directly comparable GAAP financial measure, for the three-month periods ended March 31, 2025 and 2024, respectively:

	Three Months Ended March 31,
	2025			2024
	(in thousands)
Net loss from continuing operations	$	(3,958	)	$	(1,956	)
Share-based compensation, tax effected		3,063			3,285
Costs of shareholder activism, tax effected		-			607
Adjusted net income (loss)	$	(895	)	$	1,936

The following is a reconciliation of adjusted diluted EPS, a non-GAAP metric, to diluted EPS, the most directly comparable GAAP financial measure, for the three-month periods ended March 31, 2025 and 2024, respectively:

	Three Months Ended March 31,
	2025			2024
Diluted loss per share	$	(0.28	)	$	(0.13	)
Share-based compensation, tax effected		0.22			0.22
Costs of shareholder activism, tax effected		-			0.04
Adjusted diluted earnings (loss) per share	$	(0.06	)	$	0.13

Adjusted net income and adjusted diluted earnings per share in the three-month period ended March 31, 2025 decreased by $1.0 million and $0.19, respectively, as compared with the same period in 2024. The decrease for the period was primarily due to lower revenues and gross profit.

Liquidity and Capital Resources

We require cash to fund our operating activities and to make capital expenditures and other investments in the business. We expect that our requirements for cash to fund these uses will increase as our operations expand. We continue to generate cash from operating activities and believe that our operating cash flows, cash currently on our condensed consolidated balance sheet and availability under our credit facility will be sufficient to allow us to continue to invest in our existing business, to manage our capital structure on a short and long-term basis, and to meet our anticipated operating cash needs. Cash and cash equivalents aggregated $53.4 million and $55.6 million, and working capital totaled $84.6 million and $90.3 million, at March 31, 2025 and December 31, 2024, respectively.

On November 12, 2021, we entered into a Third Amendment to Credit Agreement with Bank of America N.A. as administrative agent, which amended our existing revolving line of credit agreement dated October 24, 2017 which provides up to $75.0 million in the form of a senior revolving line of credit. Subject to certain conditions, we may request up to an additional $75.0 million for a maximum aggregate commitment of $150.0 million. As of March 31, 2025, and December 31, 2024, there were no outstanding borrowings, and we are in compliance with the terms of the credit facility.

Summary of Cash Flows (in thousands):

	Three Months Ended March 31,
	2025			2024
Cash provided by (used in)
Operating activities	$	(130	)	$	(126	)
Investing activities		1,672			(1,808	)
Financing activities		(5,438	)		(2,273	)
Effect of exchange rate changes on cash		108			(31	)
Net decrease in cash and cash equivalents	$	(3,788	)	$	(4,238	)

The following changes contributed to the net change in cash and cash equivalents in the three-month period ended March 31, 2025 as compared to the same period in 2024.

Operating Activities

Cash used in operating activities was $0.1 million for each of the three-month periods ended March 31, 2025 and 2024, respectively. We had a slightly higher net loss during the three-month period ended March 31, 2025 that caused an increase in cash used in operating activities in 2024 offset by lower stock-based compensation, depreciation and amortization and improved working capital.

Investing Activities

Cash provided by investing activities was $1.7 million for the three-month period ended March 31, 2025, as compared to cash used in investing activities of $1.8 million for the same period in 2024. The change was primarily due to proceeds of $4.5 million from the sale of Parcus Medical offset by a $1.0 million increase in capital expenditures to support manufacturing operations at our Bedford facility.

Financing Activities

Cash used in financing activities was $5.4 million for the three-month period ended March 31, 2025, as compared to cash used in financing activities of $2.3 million for the same period in 2024. The increase in cash used in financing activities was primarily attributable to $4.0 million used to fund the share repurchase program that began in May 2024 and the utilization of cash for employee tax withholding in exchange for shares surrendered by equity award holders.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We believe that our accounting policies for revenue recognition, accounts receivable and allowance for credit losses, goodwill, acquired in-process research and development, inventory and contingencies are based on, among other things, judgments and assumptions made by management that include inherent risks and uncertainties. There have been no significant changes to the above critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our 2024 Form 10-K for the year ended December 31, 2024. We monitor our estimates on an ongoing basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Recent Accounting Pronouncements

A discussion of Recent Accounting Pronouncements is included in our 2024 Form 10-K for the fiscal year ended December 31, 2024 and is updated in the Notes to the condensed consolidated financial statements included in this report.

Contractual Obligations and Other Commercial Commitments

Our contractual obligations and other commercial commitments are summarized in the section captioned “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Other Commercial Commitments” in our 2024 Form 10-K for the year ended December 31, 2024. There were no material changes to our contractual obligations reported in our 2024 Form 10-K during the three months ended March 31, 2025. For additional discussion, see Note 9 to the condensed consolidated financial statements included in this report.

To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings, strategic alliances with corporate partners and others, or through other sources. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks and the ways we manage them are summarized in the section captioned “Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes in the first three months of 2025 to our market risks or to our management of such risks.

ITEM 4.	CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report. Based upon that evaluation, the chief executive officer and chief financial officer have concluded as of March 31, 2025 that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. On an on-going basis, we review and document our disclosure controls and procedures, and our internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

(b) Changes in internal controls over financial reporting.

There were no material changes in our internal control over financial reporting during the quarter ended March 31, 2025, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II:	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS
---	---

We are involved from time-to-time in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, we do not expect the resolution of these occasional legal proceedings to have a material adverse effect on our financial position, results of operations, or cash flow. There have been no material changes to the information provided in the section captioned “Part I, Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 1A.	RISK FACTORS

Except as set forth below, there have been no material changes to the risk factors described in the section captioned “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section captioned “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition, or future results. The risks described in our Annual Report on Form 10-K and such subsequently filed Quarterly Report on Form 10-Q are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition, and/or operating results.

Significant political, trade, regulatory developments, and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

Significant political, trade, or regulatory developments, such as those stemming from changes in the U.S. federal administration, are difficult to predict and may have a material adverse effect on us, as we both import materials and equipment necessary to manufacture our products in the U.S., and export materials and products from the U.S. Similarly, changes in U.S. federal policy that affect the geopolitical landscape could give rise to circumstances outside our control that could have negative impacts on our business operations. Changes to U.S. policy implemented by the U.S. Congress, the current administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. The United States has recently imposed blanket 10% tariffs on virtually all imports to the U.S. and has imposed or is considering imposing significantly higher so-called reciprocal tariffs applicable to imports from many countries. On April 9, 2025, the U.S. announced a temporary pause on its reciprocal tariffs applicable to many countries, while increasing the tariffs applicable to imports from China. The current administration has threatened to continue to broadly impose tariffs, which could lead to corresponding punitive actions by the countries with which the U.S. trades. Historically, tariffs have led to increased trade and political tensions. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. Any changes in political, trade, regulatory, and economic conditions, including U.S. trade policies, could have a material adverse effect on our financial condition or results of operations. Until we know what policy changes are made, whether those policy changes are challenged and subsequently upheld by the court system, the duration that those policy changes remain in effect, and how those changes impact our business and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively affected by them.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following is a summary of stock repurchases for the three-month period ended March 31, 2025 (in thousands, except share and per share data):

Period		(b)<br><br> <br>Average Price per Share			(d)<br><br> <br>Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
January 1 to 31, 2025	122,414	$	16.33	146,414	$	27,094
February 1 to 28, 2025	106,235	$	17.72	106,235	$	25,212
March 1 to 31, 2025	11,879	$	17.31	11,879	$	25,000
Total	240,528			240,528

(1) In May 2024, we agreed to implement a share repurchase program for an aggregate purchase price of $40.0 million to occur as follows: (i) first $15.0 million was to be effected through a Rule 10b5-1 plan initiated prior to June 1, 2024 and to be effective through June 30, 2025, and (ii) the remaining amount to be purchased in the open market (the “2024 Share Repurchase Program”). In the event of positive “free cash flow” as defined in the Cooperation Agreement dated May 28, 2024, with Caligan Partners LP, Caligan Partners Master Fund LP and David Johnson, for the period from July 1, 2024 through June 30, 2025, the amount under the share repurchase program shall be increased by 50% of such positive amount. In no event would we be required to make any purchases in the event that our cash would be less than $45.0 million after taking into account the share repurchase and reasonably anticipated capital expenditures and restructuring costs. This new authorization replaces our share repurchase program previously announced in April 2023. On May 28, 2024, the Company entered into a share repurchase agreement under a Rule 10b5-1 with Bank of America. As of March 31, 2025, the Company had repurchased 746,431 shares at an average cost of $20.10 per share, representing 38% of the then estimated total number of shares expected to be repurchased under the 2024 Share Repurchase Program.

Recent Sales of Unregistered Securities

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.	MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.	OTHER INFORMATION.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.

ITEM 6.	EXHIBITS
Exhibit No.	Description
---	---
3.1	Certificate of Incorporation of Anika Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-14027) filed by the Registrant on June 6, 2018)
3.2	Bylaws of Anika Therapeutics, Inc., effective as of June 6, 2018 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-14027) filed by the Registrant on June 6, 2018)
*†10.1a	Form of Notice of Grant of Strategic Phantom Performance Restricted Stock Units, including Terms and Conditions of Restricted Stock Units, granted under the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
*†10.1b	Form of Notice of Grant of Market Phantom Performance Restricted Stock Units, including Terms and Conditions of Restricted Stock Units, granted under the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
(31)	Rule 13a-14(a)/15d-14(a) Certifications
*31.1	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.
*31.2	Certification of Stephen Griffin, pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications
**32.1	Certification of Dr. Cheryl R. Blanchard, and Stephen Griffin, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(101)	XBRL
*101	The following materials from Anika Therapeutics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 as filed with the SEC on May 8, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows:
i.	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 (unaudited)
---	---
ii.	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2025 and March 31, 2024 (unaudited)
---	---
iii.	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and March 31, 2024 (unaudited)
---	---
iv.	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and March 31, 2024 (unaudited)
---	---
v.	Notes to Condensed Consolidated Financial Statements (unaudited)
---	---
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
---	---
*	Filed herewith.
---	---
†	Management contract or compensatory plan or agreement.
---	---
**	Furnished herewith.
---	---

SIGNATURES

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.

		ANIKA THERAPEUTICS, INC.
		(Registrant)
Date: May 9, 2025	By:	/s/ STEPHEN GRIFFIN
		Stephen Griffin
		Executive Vice President, Chief Financial Officer and Chief Operating Officer
		(Authorized Officer and Principal Financial Officer)

ex_813192.htm

Exhibit 10.1a

NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS

ANIKA THERAPEUTICS, INC.

2017 OMNIBUS INCENTIVE PLAN

FOR GOOD AND VALUABLE CONSIDERATION, Anika Therapeutics, Inc., a Delaware corporation (the “Company”) hereby grants, pursuant to the provisions of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”), to the Grantee designated in this Notice of Grant of Performance Restricted Stock Units (the “Notice of Grant”), the number of restricted stock units (“PRSUs”) set forth in the Notice of Grant (the “Award”), subject to certain terms and conditions as outlined below in the Notice of Grant and the additional terms and conditions set forth in the attached Terms and Conditions of Performance Restricted Stock Units, including the Appendix attached thereto (the “Terms and Conditions,” and together with the Notice of Grant, the “Award Agreement”).

Grantee:	[___]
Grant Date:	[___]
Number of PRSUs Granted:	[___] (based on achievement of the Strategic Goals/Performance Measures attached as Exhibit A hereto)
Definition of PRSU:	Each PRSU shall entitle the Grantee to receive one Share or, subject to application of the Cash Cap (as defined in the Terms and Conditions), a cash payment equal to the Fair Market Value of one Share at such future date or dates and subject to such terms and conditions as set forth in the Award Agreement.
Vesting Schedule:	Subject to the provisions of the Terms and Conditions and other applicable sections of this Notice of Grant, the Award shall vest in accordance with the following schedule, provided that Grantee remains a continuous Service Provider from the Grant Date until the date(s) on which the Award is scheduled to vest.<br><br> <br>Vesting shall occur with respect to the number of PRSUs earned subject to the Strategic Goals/Performance Measures on the applicable Vesting Date, all as specified on Exhibit A attached hereto.

By electronically accepting the Award Agreement , the Grantee agrees that the Award is granted under and governed by the terms and conditions of the Plan and the Award Agreement, as of the Grant Date.

GRANTEE	ANIKA THERAPEUTICS, INC.
Sign Name: _________________________________	Sign Name: _________________________________
Print Name: _________________________________	Print Name: _________________________________
	Title: _________________________________

Notice of Grant - Page 1

TERMS AND CONDITIONS OF PERFORMANCE RESTRICTED STOCK UNITS

1.	Grant of PRSUs.

(a) The Award granted to the Grantee and described in the Notice of Grant is subject to the terms and conditions of the Plan. The terms and conditions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, the Award Agreement shall be construed in accordance with the terms and conditions of the Plan. Any capitalized term not otherwise defined in the Award Agreement shall have the definition set forth in the Plan.

(b) The Committee has approved the grant to the Grantee of the Award, conditioned upon the Grantee’s acceptance of the terms and conditions of the Award Agreement within 60 days after the Award Agreement is presented to the Grantee for review; if the Grantee does not accept the terms and conditions of the Award Agreement within 60 days after the Award Agreement is presented to the Grantee for review, the Grantee will automatically be deemed to accept the Award and such terms and conditions.

(c) As of the Grant Date, the Company grants to the Grantee the number of PRSUs set forth in the Notice of Grant, subject to the terms and conditions of the Plan and the Award Agreement. Each PRSU shall entitle the Grantee to receive one Share or, subject to application of the Cash Cap (as defined below), a cash payment with a Fair Market Value equal to one Share, at such future date or dates and subject to such terms and conditions as set forth in the Award Agreement.

2.	Restrictions.

(a) The Grantee shall have no rights or privileges of a Company stockholder as to the PRSUs prior to settlement (to the extent settled in Shares) in accordance with Section 6 of these Terms and Conditions (“Settlement”), including no right to vote or receive dividends or other distributions with respect to the PRSUs; in addition, the following provisions shall apply:

(i) the Grantee shall not be entitled to delivery of a certificate or certificates for Shares in connection with the PRSUs until Settlement in Shares (if at all), and upon the satisfaction of all other applicable conditions;

(ii) none of the PRSUs may be sold, transferred (other than by will or the laws of descent and distribution), assigned, pledged or otherwise encumbered or disposed of prior to Settlement in Shares; and

(iii) all of the PRSUs shall be forfeited and all rights of the Grantee with respect to the PRSUs shall terminate in their entirety on the terms and conditions set forth in Section 5 below.

(b) Any attempt to dispose of PRSUs or any interest in the PRSUs in a manner contrary to the restrictions set forth in the Award Agreement shall be void and of no effect.

(c) Notwithstanding anything herein to the contrary, in the event the Company elects to settle any PRSUs in the form of cash, in no event shall the amount paid in cash with respect to any PRSU (calculated prior to any reduction for tax withholding or other deductions) exceed an amount equal to 3x the Fair Market Value of a Share as of the Grant Date (subject to equitable adjustment in the case of any stock split, reverse stock split or similar change in capitalization) (the “Cash Cap”); provided that, as of the final vesting date of this Award, the Grantee may receive an amount in cash that exceeds the Cash Cap (i) in the event the Fair Market Value as of the final vesting date exceeds the Fair Market Value on each prior vesting date and (ii) so long as the aggregate amount of cash paid to Grantee pursuant to this Award does not exceed the Aggregate Cash Cap. For purposes of this Agreement, the “Aggregate Cash Cap” shall mean an amount equal to 3x (A) the number of PRSUs subject to this Award that were settled (or would be settled upon the final vesting date) in cash multiplied by (B) the Fair Market Value of a Share as of the Grant Date (subject to equitable adjustment in the case of any stock split, reverse stock split or similar change in capitalization). On or following a Change in Control, the Cash Cap shall not apply.

Terms and Conditions - Page 1

3. Restricted Period and Vesting. The “Restricted Period” is the period beginning on the Grant Date and ending on the date the PRSUs, or such applicable portion of the PRSUs, are deemed vested under the schedule set forth in the Notice of Grant, including any applicable accelerated vesting provisions set forth herein.

4. Acceleration of Vesting under Certain Circumstances. The vesting of the Award shall not be accelerated under any circumstances, except as otherwise provided in the Plan or in a written agreement between the Grantee and the Company or an Affiliate; provided, however, that if, within 3 months prior to and in connection with a Change in Control, or 12 months following a Change in Control, the Grantee incurs a Separation from Service as a result of a termination initiated by the Company or an Affiliate without Cause, or by the Grantee for Good Reason, then 100% of the Shares shall immediately become vested prior to such termination (provided that if such termination occurs prior to such Change in Control, such Shares shall immediately become vested prior to such Change in Control). For this purpose, “Good Reason” means as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Affiliate, or in the absence of such then-effective written agreement and definition, means the occurrence of any of the following events or conditions unless consented to by the Grantee (and the Grantee shall be deemed to have consented to any such event or condition unless the Grantee provides written notice of the Grantee’s non-acquiescence within 30 days of becoming aware of such event or condition): (i) a change in the Grantee’s responsibilities or duties which represents a material and substantial diminution in the Grantee’s responsibilities or duties, as applicable; (ii) a material reduction in the Grantee’s base salary; provided that an across-the-board reduction in the salary level of substantially all other individuals in positions similar to the Grantee’s by the same percentage amount shall not constitute such a salary reduction; or (iii) requiring the Grantee to be based at any place outside a 50 mile radius from the Grantee’s job location or residence except for reasonably required travel on business.

5. Forfeiture. If, during the Restricted Period, (i) the Grantee incurs a Separation from Service, (ii) there occurs a material breach of the Award Agreement by the Grantee or (iii) the Grantee fails to meet the tax withholding obligations described in Section 7 below, all rights of the Grantee to the PRSUs that have not vested in accordance with Sections 3 or 4 above shall terminate immediately and be forfeited in their entirety.

6. Settlement of PRSUs. Delivery of Shares and/or a cash payment under the Award Agreement shall be subject to the following:

(a) The Company shall deliver to the Grantee one Share for each PRSU that has vested and not otherwise been forfeited within 30 days following the end of the applicable Restricted Period; provided that, in the sole discretion of the Company, in lieu of delivering one Share for each PRSU, the Company may deliver a cash payment to the Grantee for each PRSU in an amount equal to the Fair Market Value of one Share as of the last day of the applicable Restricted Period (subject to reduction for tax withholding pursuant to Section 7 below and subject to reduction due to application of the Cash Cap); provided further, that the Company need not treat each vesting date or each PRSU the same and may settle vested PRSUs in a combination of Shares and cash in its sole discretion;

(b) Any issuance of Shares pursuant to the Award Agreement may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity; and

(c) In the event that a certificate for Shares is delivered to the Grantee in connection with the Award, such certificate shall bear the following legend:

Terms and Conditions - Page 2

The ownership and transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan and a restricted stock unit award agreement entered into between the registered owner and Anika Therapeutics, Inc. Copies of such plan and agreement are on file in the executive offices of Anika Therapeutics, Inc.

In addition, the stock certificate or certificates for any Shares shall be subject to such stop-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Company may cause a legend or legends to be placed on such certificate or certificates to make appropriate reference to such restrictions.

7.	Withholding.

(a) The Committee shall determine the amount of any withholding or other tax required by law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Award.

(b) The Grantee shall be required to meet any applicable tax withholding obligation in accordance with the tax withholding provisions of Section 17.3 of the Plan. The ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”) is and remains Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Grantee’s employer (the “Employer”). Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or distribution of this Award, the issuance of shares of Stock upon vesting and distribution of this Award, the subsequent sale of shares of Stock acquired pursuant to such vesting and distribution or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of this Award or any aspect of this Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) Prior to any relevant taxable or tax withholding event, as applicable, Grantee agrees to make adequate arrangements satisfactory to the Company and/or Grantee’s Employer to satisfy all Tax-Related Items. To satisfy any withholding obligations of the Company and/or the Employer with respect to Tax-Related Items, Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one (or a combination) of the following:

(i) by direct payment to the Company or the Employer in cash of the amount of Tax-Related Items;

(ii) by having withheld from the Award at the appropriate time that number of whole Shares whose Fair Market Value is equal to the amount of Tax-Related Items required to be withheld with respect to the Award; and/or

(iii) by withholding from wages or other cash compensation paid to Grantee by the Company or the Employer.

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For the avoidance of doubt, with respect to any PRSUs settled in cash, the amount of tax withholding shall be deducted and withheld from the cash payment otherwise payable to the Grantee upon settlement of such PRSUs.

8. Adjustment. Upon any event described in Section 15 of the Plan occurring after the Grant Date, the adjustment provisions as provided for under Section 15 of the Plan shall apply to the Award.

9. Bound by Plan and Committee Decisions. By accepting the Award, the Grantee acknowledges that the Grantee has received a copy of the Plan, has had an opportunity to review the Plan, and agrees to be bound by all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Award Agreement and the Plan, the provisions of the Plan shall control. The authority to manage and control the operation and administration of the Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to the Award Agreement or the Plan shall be final and binding on all persons.

10. Grantee Representations. The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of the Award Agreement and the Plan and that the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of the Award.

11. Regulatory Restrictions on the PRSUs. Notwithstanding the other provisions of the Award Agreement, the Committee may impose such conditions, restrictions and limitations on the issuance of Common Stock with respect to the Award unless and until the Committee determines that such issuance complies with (a) any applicable registration requirements under the Securities Act or the Committee has determined that an exemption therefrom is available, (b) any applicable listing requirement of any stock exchange on which the Common Stock is listed, (c) any applicable Company policy or administrative rules and (d) any other applicable provision of state, federal or foreign law, including foreign securities laws where applicable.

12.	Miscellaneous.

(a) Notices. Any notice that either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax, by electronic mail or other electronic means, or via a postal service, postage prepaid, to such electronic mail or postal address and directed to such person as the Company may notify the Grantee from time to time; and to the Grantee at the Grantee’s electronic mail or postal address as shown on the records of the Company from time to time, or at such other electronic mail or postal address as the Grantee, by notice to the Company, may designate in writing from time to time.

(b) Waiver. The waiver by any party hereto of a breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

(c) Entire Agreement. The Award Agreement and the Plan constitute the entire agreement between the parties with respect to the Award. Except as otherwise stated herein, any prior agreements, commitments or negotiations concerning the Award are superseded.

(d) Binding Effect; Successors. The obligations and rights of the Company under the Award Agreement shall be binding upon and inure to the benefit of the Company and any successor corporation or organization resulting from the merger, consolidation, sale, or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company. The obligations and rights of the Grantee under the Award Agreement shall be binding upon and inure to the benefit of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.

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(e) Governing Law; Consent to Jurisdiction; Consent to Venue; Service of Process. The Award Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without regard to the principles of conflicts of law thereof or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts. For purposes of resolving any dispute that arises directly or indirectly in connection with the Award Agreement, the Grantee, by virtue of receiving the Award, hereby submits and consents to the exclusive jurisdiction of the Commonwealth of Massachusetts and agrees that any related litigation shall be conducted solely in the courts of Middlesex County, Massachusetts or the United States District Court for the District of Massachusetts, where the Award Agreement is made and to be performed, and no other courts. The Grantee may be served with process in any manner permitted under Massachusetts law, or by United States registered or certified mail, return receipt requested.

(f) Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of the Award Agreement.

(g) Amendment. The Award Agreement may be amended at any time by the Committee, provided that no amendment may, without the consent of the Grantee, materially impair the Grantee’s rights with respect to the Award.

(h) Severability. The invalidity or unenforceability of any provision of the Award Agreement shall not affect the validity or enforceability of any other provision of the Award Agreement, and each other provision of the Award Agreement shall be severable and enforceable to the extent permitted by law.

(i) No Rights to Service. Nothing contained in the Award Agreement shall be construed as giving the Grantee any right to be retained, in any position, as a director, officer, employee or consultant of the Company or its Affiliates, or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever or for no reason, subject to the Company’s articles of incorporation, bylaws and other similar governing documents and applicable law.

(j) Section 409A. It is intended that the Award Agreement and the Award will be exempt from (or in the alternative will comply with) Code Section 409A, and the Award Agreement shall be administered accordingly and interpreted and construed on a basis consistent with such intent. This Section 12(j) shall not be construed as a guarantee of any particular tax effect for the Grantee’s benefits under the Award Agreement and the Company does not guarantee that any such benefits will satisfy the provisions of Code Section 409A or any other provision of the Code.

(k) Further Assurances. The Grantee agrees, upon demand of the Company or the Committee, to do all acts and execute, deliver and perform all additional documents, instruments and agreements that may be reasonably required by the Company or the Committee, as the case may be, to implement the provisions and purposes of the Award Agreement and the Plan.

(l) Confidentiality. The Grantee agrees that the terms and conditions of the Award reflected in the Award Agreement are strictly confidential and, with the exception of the Grantee’s counsel, tax advisor, immediate family, or as required by applicable law, have not and shall not be disclosed, discussed or revealed to any other persons, entities or organizations, whether within or outside Company, without prior written approval of Company. The Grantee shall take all reasonable steps necessary to ensure that confidentiality is maintained by any of the individuals or entities referenced above to whom disclosure is authorized.

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(m) Nature of Award. In accepting this Award, Grantee acknowledges, understands and agrees that: (i) the Plan is established voluntarily by the Company, it is discretionary in nature, and the Company may amend, modify, suspend or terminate the Plan at any time, to the extent permitted by the Plan; (ii) the grant of this Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Awards or benefits in lieu of Awards, even if Awards have been granted in the past; (iii) all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company; (iv) the Award Agreement does not give Grantee the right to remain retained or employed by the Company and/or Employer (or any of their Subsidiaries or Affiliates) in any capacity; (v) except as otherwise provided in a separate agreement between Grantee and the Company and/or Employer (or any of their Subsidiaries or Affiliates), the Company and/or Employer reserve the right to terminate the Grantee’s employment or other service at any time and for any reason, in accordance with applicable laws; (vi) if Grantee is not a Service Provider to the Company or any Subsidiary or Affiliate, this Award does not establish an employment or other Service Provider relationship with the Company or any Subsidiary or Affiliate; (vii) Grantee is voluntarily participating in the Plan; (viii) this Award and shares of Common Stock subject to this Award, and the income from and value of same, are not intended to replace any pension rights or compensation; (ix) this Award and shares of Common Stock subject to this Award, and the income from and value of same, are not part of normal or expected compensation for purposes of, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar mandatory payments; (x) the future value of the Shares subject to this Award is unknown, indeterminable, and cannot be predicted with certainty; (xi) no claim or entitlement to compensation or damages shall arise from the forfeiture of this Award resulting from a Separation from Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment or other laws in the jurisdiction where Grantee is employed or otherwise rendering services, or the terms of Grantee’s employment or service agreement, if any); (xii) unless otherwise agreed with the Company, this Award and Shares acquired under the Plan, and the income from and value of same, are not granted as consideration for, or in connection with, any service Grantee may provide as a director for any Subsidiary or Affiliate; (xiii) unless otherwise provided in the Plan or by the Company in its discretion, this Award and the benefits evidenced by the Award Agreement do not create any entitlement to have this Award transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and (xiv) the following provisions shall be applicable only to employees outside the U.S.: (a) this Award and Shares subject to this Award, and the income from and value of same, are not part of normal or expected compensation for any purpose; and (b) neither the Company, the Employer, nor any other Subsidiary or Affiliate shall be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the United States Dollar that may affect the value of this Award or of any amounts due to Grantee pursuant to the vesting or Settlement of this Award or the subsequent sale of Shares acquired upon Settlement of this Award.

(n) Clawback. This Award is subject to clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance with the terms of any Company clawback Policy or any applicable law related to such actions, as may be in effect from time to time. Grantee’s acceptance of this Award shall be deemed to constitute Grantee’s acknowledgement of and consent to the Company’s application, implementation and enforcement of any applicable Policy that may apply to the Grantee, whether adopted prior to or following the Grant Date, and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation, and Grantee’s agreement that the Company may take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.

(o) No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding participation in the Plan, or the acquisition or sale of Shares. Grantee should consult with Grantee’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.

(p) Data Privacy. Grantee’s personal information will be processed in accordance with the Company’s privacy policy previously given to and acknowledged by the Grantee. Grantee may obtain a copy of such policy at no cost by contacting Grantee’s local human resources department.

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(i) Data Collection and Usage. The Company and any Subsidiaries or Affiliates, including the Employer, may collect, process and use certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, email address, date of birth, social security, social insurance, passport or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any of its Subsidiaries or Affiliates, details of all awards or any other entitlement to Shares or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data by the Company and the third-party service providers described below is the necessity of the data processing for the Company to perform its contractual obligations under the Award Agreement and the Company’s legitimate business interest of managing the Plan and generally administering the Awards.

(ii) Plan Administration Service Providers. The Company transfers Data to Fidelity Workplace Services LLC and its authorized affiliates (“Fidelity”), an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan. Grantee acknowledges and understands that Fidelity will open an account for Grantee to receive and trade Shares acquired under the Plan and that Grantee will be asked to agree on separate terms and data processing practices with Fidelity, with such agreement being a condition to the ability to participate in the Plan. The legal basis for the transfer of Data by the Company to Fidelity is its necessity to perform a contract between the Company and Fidelity concluded in the interest of Grantee. As a result, in the absence of appropriate safeguards such as standard data protection clauses, the processing of Data in the United States or, as the case may be, other countries, may not be subject to substantive data processing principles or supervision by data protection authorities. In addition, Grantee may not have enforceable rights regarding the processing of Data in such countries.

(iii) International Data Transfers. The Company and its service providers that manage and administer the Awards are based in the United States: this Award derives from the Company, incorporated in the state of Delaware, United States and the Plan, governed by the laws of the Commonwealth of Massachusetts. Therefore, in order for the Company to perform its contractual obligations under the Award Agreement, Data will be transferred to the United States. The Company’s legal basis, where required, for the transfer of Data is its necessity in order to perform its contractual obligations under the Award Agreement.

(iv) Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Grantee’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax and securities laws.

(v) Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and Grantee is providing consents, where applicable, on a purely voluntary basis. Grantee understands that Grantee may withdraw his/her consent at any time with future effect for any or no reason. If Grantee does not consent, or if Grantee later seeks to revoke consent, Grantee’s salary from or employment and career with the Employer will not be affected; the only consequence of refusing or withdrawing consent is that the Company would not be able to grant Awards or other equity awards to Grantee or administer or maintain Grantee’s participation in the Plan.

(vi) Data Subject Rights. Grantee may have a number of rights under data privacy laws in Grantee’s jurisdiction. Depending on where Grantee is based, such rights may include the right to (a) request access or copies of Data the Company processes, (b) rectification of incorrect Data, (c) deletion of Data, (d) restrictions on processing of Data, (e) portability of Data, (f) lodge complaints with competent authorities in Grantee’s jurisdiction, and/or (g) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to exercise these rights, Grantee can contact his/her local human resources representative.

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(vii) Alternative Basis for Data Processing/Transfer. Grantee understands that in the future, the Company may rely on a different legal basis for the processing and/or transfer of Data and/or request that Grantee provides another data privacy consent form. Upon request of the Company or the Employer, Grantee agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from Grantee for the purpose of administering Grantee’s participation in the Plan in compliance with the data privacy laws in Grantee’s country, either now or in the future. Grantee understands and agrees that Grantee will not be able to participate in the Plan if he/she fails to provide any such consent or agreement requested by the Company and/or the Employer.

(q) Electronic Delivery. By accepting this Award, Grantee consents to receive documents related to this Award by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. Grantee’s consent shall remain in effect throughout Grantee’s term as a Service Provider and thereafter until Grantee withdraws such consent in writing to the Company.

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EXHIBIT A

2025 Phantom Performance Restricted Stock Unit Measures

Year ^1^	Strategic Goals/Performance Measures	Target ^2^	Vesting Date
[__]	[___]	1/3 of Total Shares Granted	First anniversary of the Grant Date
[__]	[___]	1/3 of Total Shares Granted	Second anniversary of the Grant Date
[__]	[___]	1/3 of Total Shares Granted	Third anniversary of the Grant Date
1.	Upon the Compensation Committee’s determination of achievement of the applicable Strategic Goal/Performance Measure by the end of the specified year (any such date of determination, the “Performance Measurement Date”), the Target number of PRSUs listed for the specified year will be deemed earned and shall vest on the applicable Vesting Date specified above. If, as of a Performance Measurement Date, the Compensation Committee determines that the Strategic Goal/Performance Measure was not achieved for that year, the applicable PRSUs eligible to be earned with respect to the specified year shall be forfeited upon that date. The Performance Measurement Dates for each specified year shall be the date on which the Compensation Committee of the Board of Directors reviews the Company’s Financial and Business Achievements for the applicable year specified above, including the Company’s audited financial statements for such period, as applicable, and determines and specifies, at the Compensation Committee’s sole discretion, whether the PRSUs have been earned.
---	---
2.	For the avoidance of doubt, no more than 100% of the Target number of PRSUs may be earned and vest with respect to a specified year.
---	---

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APPENDIX

TO THE

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

UNDER THE ANIKA THERAPEUTICS, INC.

2017 OMNIBUS INCENTIVE PLAN

Capitalized terms used but not defined in this Appendix have the meanings set forth herein or in the Plan.

Terms and Conditions

This Appendix includes additional terms and conditions that govern this Award if Grantee resides and/or works in one of the countries listed herein. If Grantee is a citizen or resident of a country other than the one in which he/she is currently residing and/or working, transfers employment and/or residency to another country after receiving the grant of this Award, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions herein will apply to Grantee.

Notifications

This Appendix also includes information regarding taxes and certain other issues of which Grantee should be aware with respect to participation in the Plan. The information is based on the securities, exchange control, income tax and other laws in effect in the respective countries as of January 2021. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Grantee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time Grantee vests in this Award, upon Settlement, or when Grantee sells Shares acquired under the Award.

In addition, the information contained herein is general in nature and may not apply to Grantee’s particular situation, and the Company is not in a position to assure Grantee of any particular result. Accordingly, Grantee is advised to seek appropriate professional advice as to how the relevant laws in Grantee’s country of residence may apply to his/her personal situation.

If Grantee is a citizen or resident of a country other than the one in which Grantee is currently residing and/or working, transfers employment and/or residency to another country after the grant of this Award, or Grantee is considered a resident of another country for local law purposes, the information contained herein may not be applicable to Grantee in the same manner. Grantee is advised to consult his/her personal advisor to determine the extent to which the notifications apply to Grantee’s specific situation.

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ITALY

Terms and Conditions

The following terms will supplement, amend or integrate for purposes of Italian laws the relevant sections of the Award Agreement.

Section 7 of the Award Agreement is replaced by the following wording:

7. Withholding.

(a) The Committee shall determine the amount of any withholding or other tax required by Italian law to be withheld or paid by the Company with respect to any income recognized by the Grantee with respect to the Award.

(b) Irrespective of the above, the Grantee shall be required to meet any applicable tax withholding obligation in accordance with the tax withholding provisions of Section 17.3 of the Plan. The ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to participation in the Plan and legally applicable to Grantee (the “Tax-Related Items”) is and remains Grantee’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or distribution of this Award, the issuance of shares of Stock upon vesting and distribution of this Award, the subsequent sale of shares of Stock acquired pursuant to such exercise or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of this Award or any aspect of this Award to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(i) by direct payment to the Company or the Employer of the amount of Tax-Related Items through a wire transfer bank payment;

(iii) [intentionally left blank];

If the Grantee is an Italian tax resident who, at any time during the fiscal year, holds foreign financial assets (including cash and shares) which may generate taxable income in Italy, the Grantee is required to report such assets on his or her annual tax return for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations also apply if the Grantee is the beneficial owner of foreign financial assets under Italian money laundering provisions.

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Section 9 of the Award Agreement is replaced by the following wording:

9. Bound by Plan and Committee Decisions.

By accepting the Award, the Grantee acknowledges that the Grantee has received a copy of the Plan, the Award Agreement and the Appendix, has had an opportunity to review the Plan, the Award Agreement and the Appendix and agrees to be bound by all of the terms and conditions of the Plan, the Award Agreement and the Appendix. In the event of any conflict between the provisions of the Award Agreement and the Plan, the provisions of the Plan shall control. The authority to manage and control the operation and administration of the Award Agreement and the Plan shall be vested in the Committee, and the Committee shall have all powers with respect to the Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to the Award Agreement or the Plan shall be final and binding on all persons.

Section 10 of the Award Agreement is replaced by the following wording:

10. Grantee Representations.

The Grantee hereby represents to the Company that the Grantee has read and fully understands the provisions of the Award Agreement including the Appendix and the Plan and that the Grantee’s decision to participate in the Plan is completely voluntary. Further, the Grantee acknowledges that the Grantee is relying solely on his or her own advisors with respect to the tax consequences of the Award.

Section 12, letter (c), of the Award Agreement is entirely deleted and replaced by the following wording:

The Award Agreement including the Appendix and the Plan constitute the entire agreement between the parties with respect to the Award. Except as otherwise stated herein, any prior agreements, commitments or negotiations concerning the Award are superseded.

Section 12, letter (e), of the Award Agreement shall be interpreted to allow any dispute arising with respect to the Award Agreement to be referred for resolution to Italian courts of competent jurisdiction pursuant to Italian rules of civil procedure. In addition, Italian mandatory labor laws shall apply and, in case of contrast, prevail over any law of the Commonwealth of Massachusetts.
Section 12, letter (m), numbers (ix) and (xvi), of the Award Agreement shall be construed and interpreted so as to allow the application of article 2120, para. 2, of the Italian Civil Code to assess whether any income arising from the Award Agreement takes part in the formation of the income base for computation of the severance payment due to employees under Italian law.

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UNITED KINGDOM

Terms and Conditions

Withholding. **** The following supplements the “Withholding” section of the Award Agreement:

Without limitation to the “Withholding” section of the Award Agreement, Grantee agrees that Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or, if different, the Employer or by His Majesty’s Revenue & Customs (“HMRC”) (or any other tax authority or any other relevant authority). Grantee also agrees to indemnify and keep indemnified the Company and, if different, the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on Grantee’s behalf.

Notwithstanding the foregoing, if Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), Grantee understands that Grantee may not be able to indemnify the Company or the Employer for the amount of any Tax-Related Items not collected from or paid by Grantee if the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid by Grantee within 90 days of the end of the U.K. tax year in which an event giving rise to the taxable event occurs, may constitute an additional benefit to Grantee on which additional income tax and National Insurance contributions (“NICs”) may be payable. Grantee understands that Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any employee NICs due on this additional benefit, which may also be recovered from Grantee by any of the means referred to in the “Withholding” section of the Award Agreement.

Joint Election. As a condition of participation in the Plan, Grantee agrees to accept any liability for secondary Class 1 NICs which may be payable by the Company and/or the Employer in connection with this Award, where legally permitted, and any event giving rise to Tax-Related Items related to Grantee’s participation in the Plan (the “Employer NICs”). Without prejudice to the foregoing, if requested to do so by the Employer or the Company, Grantee agrees to execute a joint election with the Company or the Employer, the form of such joint election having been approved formally by HMRC (the “Joint Election”), and any other required consent or election to accomplish the transfer of Employer NICs to Grantee. Grantee further agrees to execute such other joint elections as may be required between Grantee and any successor to the Company or the Employer. Grantee further agrees that the Company or the Employer may collect the Employer NICs from Grantee by any of the means set forth in the “Withholding” section of the Award Agreement.

If, having been requested to enter into a Joint Election by the Employer or the Company, Grantee does not enter into the Joint Election or if approval of the Joint Election has been withdrawn by HMRC, the Company, in its sole discretion and without any liability to the Company or the Employer, may choose not to issue or deliver any Shares to Grantee upon vesting of this Award.

S431 Election. As a condition of participation in the Plan, the Grantee agrees to enter into, jointly with the Company and/or the Employer, a joint election within Section 431 of ITEPA in respect of computing any tax charge on the acquisition of “restricted securities” (as defined in Sections 423 and 424 of ITEPA), and that the Grantee will not revoke such election at any time (the “Section 431 Election”). The Section 431 Election will be to treat the Shares acquired pursuant to the vesting of the Award as if such Shares were not restricted securities (for U.K. tax purposes only). The Grantee must enter into the Section 431 Election within 14 days of such time as may be designated by the Company and/or the Employer.

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ex_813193.htm

Exhibit 10.1b

NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS

ANIKA THERAPEUTICS, INC.

2017 OMNIBUS INCENTIVE PLAN

Grantee:	[___]
Grant Date:	[___]
Target Number of PRSUs Granted:	[__] (based on achievement of the Performance Measures attached as Exhibit A hereto)
Definition of PRSU:	Each PRSU shall entitle the Grantee to receive one Share or, subject to application of the Cash Cap (as defined in the Terms and Conditions), a cash payment equal to the Fair Market Value of one Share at such future date or dates and subject to such terms and conditions as set forth in the Award Agreement.
Vesting Schedule:	Subject to the provisions of the Terms and Conditions and other applicable sections of this Notice of Grant, the Award shall vest in accordance with the following schedule, provided that Grantee remains a continuous Service Provider from the Grant Date until the date(s) on which the Award is scheduled to vest.<br><br> <br>Vesting shall occur with respect to the number of PRSUs earned subject to the Performance Measures (attached hereto as Exhibit A) on the third anniversary of the Grant Date.

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GRANTEE	ANIKA THERAPEUTICS, INC.
Sign Name: _________________________________	Sign Name: _________________________________
Print Name: _________________________________	Print Name: _________________________________
	Title: **** _________________________________

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TERMS AND CONDITIONS OF PERFORMANCE RESTRICTED STOCK UNITS

1.	Grant of PRSUs.

2.	Restrictions.

(iii) all of the PRSUs shall be forfeited and all rights of the Grantee with respect to the PRSUs shall terminate in their entirety on the terms and conditions set forth in Section 5 below.

(b) Any attempt to dispose of PRSUs or any interest in the PRSUs in a manner contrary to the restrictions set forth in the Award Agreement shall be void and of no effect.

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6. Settlement of PRSUs. Delivery of Shares and/or a cash payment under the Award Agreement shall be subject to the following:

(c) In the event that a certificate for Shares is delivered to the Grantee in connection with the Award, such certificate shall bear the following legend:

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7.	Withholding.

(i) by direct payment to the Company or the Employer in cash of the amount of Tax-Related Items;

(iii) by withholding from wages or other cash compensation paid to Grantee by the Company or the Employer.

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8. Adjustment. Upon any event described in Section 15 of the Plan occurring after the Grant Date, the adjustment provisions as provided for under Section 15 of the Plan shall apply to the Award.

12.	Miscellaneous.

(b) Waiver. The waiver by any party hereto of a breach of any provision of the Award Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

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Terms and Conditions - Page 8

EXHIBIT A

2025 Phantom Performance Restricted Stock Unit Measures

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APPENDIX

TO THE

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

UNDER THE ANIKA THERAPEUTICS, INC.

2017 OMNIBUS INCENTIVE PLAN

Capitalized terms used but not defined in this Appendix have the meanings set forth herein or in the Plan.

Terms and Conditions

Notifications

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ITALY

Terms and Conditions

The following terms will supplement, amend or integrate for purposes of Italian laws the relevant sections of the Award Agreement.

Section 7 of the Award Agreement is replaced by the following wording:

7. Withholding.

(i) by direct payment to the Company or the Employer of the amount of Tax-Related Items through a wire transfer bank payment;

(iii) [intentionally left blank];

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Section 9 of the Award Agreement is replaced by the following wording:

9. Bound by Plan and Committee Decisions.

Section 10 of the Award Agreement is replaced by the following wording:

10. Grantee Representations.

Section 12, letter (c), of the Award Agreement is entirely deleted and replaced by the following wording:

Section 12, letter (e), of the Award Agreement shall be interpreted to allow any dispute arising with respect to the Award Agreement to be referred for resolution to Italian courts of competent jurisdiction pursuant to Italian rules of civil procedure. In addition, Italian mandatory labor laws shall apply and, in case of contrast, prevail over any law of the Commonwealth of Massachusetts.
Section 12, letter (m), numbers (ix) and (xvi), of the Award Agreement shall be construed and interpreted so as to allow the application of article 2120, para. 2, of the Italian Civil Code to assess whether any income arising from the Award Agreement takes part in the formation of the income base for computation of the severance payment due to employees under Italian law.

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UNITED KINGDOM

Terms and Conditions

WITHHOLDING. The following supplements the “Withholding” section of the Award Agreement:

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EXHIBIT 31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Cheryl Blanchard, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2025 of Anika Therapeutics, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: May 9, 2025

/s/ CHERYL BLANCHARD

Cheryl R. Blanchard, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Stephen Griffin, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2025 of Anika Therapeutics, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---

Date: May 9, 2025

/s/ STEPHEN GRIFFIN

Stephen Griffin

Executive Vice President, Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer)

EXHIBIT 32.1

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned officers of Anika Therapeutics, Inc. (the “Company”) hereby certify to their knowledge and in their respective capacities that the Company’s Quarterly Report on Form 10-Q to which this certification is attached (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2025

/s/ CHERYL BLANCHARD

Cheryl R. Blanchard, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

/s/ STEPHEN GRIFFIN

Stephen Griffin

Executive Vice President, Chief Financial Officer and Chief Operating Officer

(Principal Financial Officer)

This certification shall not be deemed “filed” for any purpose, nor shall it be deemed to be incorporated by reference into any filing, under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.