ANIK Anika Therapeutics Inc

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Anika Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
035255108
(CUSIP Number)
David Johnson
Caligan Partners LP
515 Madison Avenue, 8th Floor
New York, NY 10022
(646) 859-8204
Eleazer Klein, Esq.
Adriana Schwartz, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 2024
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 10 Pages)

______________________________

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1	NAME OF REPORTING PERSON Caligan Partners LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 1,423,493 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,423,493 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,423,493 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7 %
14	TYPE OF REPORTING PERSON IA, PN

 

 

 

1	NAME OF REPORTING PERSON David Johnson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 1,423,493 shares of Common Stock
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 1,423,493 shares of Common Stock
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,423,493 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON IN

 

 

 

 

 

1	NAME OF REPORTING PERSON William Jellison
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER 2,700 shares of Common Stock
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER 2,700 shares of Common Stock
	10	SHARED DISPOSITIVE POWER -0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,700 shares of Common Stock
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <0.1%
14	TYPE OF REPORTING PERSON IN

 

 

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.

 

Item 2.

IDENTITY AND BACKGROUND

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a)	This statement is filed by:
	(i) Caligan Partners LP, a Delaware limited partnership (“Caligan”), which serves indirectly as the investment manager to Caligan Partners Master Fund LP, a Cayman Islands limited partnership (the “Caligan Fund”), and managed accounts (the “Caligan Accounts”), with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Accounts;
	(ii) David Johnson, the Managing Partner of Caligan and Managing Member of Caligan Partners GP LLC, the general partner of Caligan (“Mr. Johnson”, together with Caligan and Caligan Partners GP, LLC, the “Caligan Parties”), with respect to the shares of Common Stock held by the Caligan Fund and the Caligan Accounts; and
	(iii) William Jellison (“Mr. Jellison”) with respect to the shares of Common Stock held directly by him.
	Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
(b)	The principal business address of each of the Reporting Persons is 515 Madison Avenue, 8th Floor, New York, New York 10022.
(c)	The principal business of each of the Caligan Parties is investment management. The principal occupation of Mr. Jellison is as a corporate director.
(d)	During the last five years, none of the Reporting Persons  has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

 

 

(f)	Caligan is a Delaware limited partnership.  Mr. Johnson is a United States citizen.  Caligan Partners GP LLC is a Delaware limited liability company. Mr. Jellison is a United States citizen.

 

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

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

 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

Caligan believes the Issuer’s securities are significantly undervalued and represent a compelling investment opportunity.  On March 6, 2024, the Caligan Fund submitted to the Issuer a notice of its intention to nominate (“Nomination Notice”) two individuals – Messrs. Johnson and Jellison (collectively, the “Nominees”) – for election to the Board in connection with the Issuer’s 2024 annual meeting of stockholders.

 

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
Items 5 (a)-(d) of the Schedule 13D are hereby amended and restated as follows:
(a)		See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of and percentages of the shares of Common Stock beneficially owned by each Reporting Person.  The percentages set forth in this Schedule 13D are based upon 14,640,886 shares of Common Stock outstanding as of October 26, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission on November 3, 2023.
		By virtue of the Nominee Agreement (as defined in Item 6 of this Amendment No. 2), the Reporting Persons may be deemed to have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the “group” may be deemed to beneficially own an aggregate of 1,426,193 shares of Common Stock, representing approximately 9.7% of the outstanding shares of Common Stock. Each of the Reporting Persons expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.

 

 

 

(b)	See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Information concerning transactions in the Shares effected by the Reporting Persons during the past sixty (60) days is set forth in Annex A hereto and is incorporated herein by reference. All of the transactions in the shares of Common Stock listed therein were effected in the open market through various brokerage entities.
(d)	No person (other than the Reporting Persons, the Caligan Fund and the Caligan Accounts) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 6.	CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

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

 

  

Item 7.	MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended and supplemented by the addition of the following:
Exhibit 99.2:		Joint Filing Agreement.
Exhibit 99.3:		Form of Nominee Agreement.

 

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 6, 2024

	CALIGAN PARTNERS LP
	By:	/s/ David Johnson
	Name:	David Johnson
	Title:	Managing Partner
	/s/ David Johnson
	DAVID JOHNSON
	/s/ William Jellison
	WILLIAM JELLISON

ANNEX A

 

Transactions in the Shares of the Issuer During the Past Sixty (60) Days

 

The following table sets forth all transactions in the shares of Common Stock reported herein effected during the past sixty (60) days. Except as noted below, all such transactions were effected by the Reporting Persons in the open market through brokers and the price per share excludes commissions. Where a price range is provided in the column titled “Price Range ($)”, the price reported in the column titled “Price Per Share ($)” is a weighted average price. These shares of Common Stock were sold or purchased in multiple transactions at prices between the price ranges indicated in the column titled “Price Range ($)”. The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock sold or purchased at each separate price.

 

Caligan Fund and Caligan Accounts

 

Trade Date	Shares Purchased (Sold)	Price Per Share ($)	Price Range ($)
02/01/2024	600	23.175	22.95-23.58
02/02/2024	6,777	23.188	22.95-23.77
02/05/2024	3,334	23.0713	22.82-23.62
02/13/2024	2,227	23.1819	23.09-23.99
02/16/2024	2,062	24.4922	24.05-24.87
02/21/2024	14,000	24.3873	23.75-24.71
02/22/2024	20,451	24.9053	24.16-25.16
02/22/2024	4,549	25.1957	25.165-25.26
02/22/2024	(130,000)	25.00
02/23/2024	5,692	25.1628	24.61-25.5978
02/23/2024	19,308	25.9525	25.615-26.24
02/26/2024	85,726	25.8096	25.225-26.00
02/27/2024	10,200*	25.26
02/27/2024	93,274	25.3501	24.74-25.66
02/27/2024	(10,200)*	25.26
02/28/2024	17,500	25.0622	24.78-25.125
03/04/2024	23,266	25.5873	25.15-26.00
03/05/2024	103,467	26.4453	25.89-26.60
03/06/2024	69,900	27.1275	26.54-27.34
* Represents a rebalancing transaction between the Caligan Fund and the Caligan Accounts.   Mr. Jellison
Trade Date	Shares Purchased (Sold)	Price Per Share ($)	Price Range ($)
03/05/2024	2,700	26.0560	26.00-26.15

EXHIBIT 99.2

Joint Filing Agreement

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: March 6, 2024

	CALIGAN PARTNERS LP
	By:	/s/ David Johnson
	Name:	David Johnson
	Title:	Managing Partner
	/s/ David Johnson
	DAVID JOHNSON
	/s/ William Jellison
	WILLIAM JELLISON

 

EXHIBIT 99.3

FORM OF NOMINEE AGREEMENT

1.       This Nomination Agreement (the “Agreement”) is by and between Caligan Partners, LP (“Caligan,” “we” or “us”) and [NOMINEE] (“you”).

2.       You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of a Caligan affiliate (the “Nominating Party”), which nominees shall stand for election as directors of Anika Therapeutics, Inc. (the “Corporation”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted in respect of the 2024 annual meeting of stockholders of the Corporation (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means. You further agree to serve as a director of the Corporation if so elected or appointed. Caligan also agrees on behalf of the Nominating Party to pay you, in consideration of being nominated, (i) upon the execution of this Agreement, a one-time fee of $50,000, and (ii) within five (5) business days of the Nominating Party formally submitting you for nomination to the Corporation pursuant to a nomination notice, a one-time fee of $50,000 ((i) and (ii) each a “Fee”), provided that you agree that an amount equal to the estimated after-tax proceeds of the sum of both Fees (assuming a combined federal, state and city tax rate of 45%, rounded to the nearest whole dollar) will be invested in the common stock of the Corporation (the “Shares”) within five (5) business days of receipt of the second Fee (or such longer period as may be required to comply with any legal or regulatory requirements or policies of the Board of Directors of the Corporation (the “Board”)). You agree to hold any Shares purchased by you in accordance with this paragraph until at least the later of (A) the termination of this Agreement, and (B) if you are elected or appointed to the Board, the earlier of (i) the first date as of which you are no longer a director of the Corporation and (ii) the date of the consummation of any merger or sale of the Corporation which has been approved if applicable by the Board and the holders of the requisite number of Shares.

3.       Caligan agrees on behalf of the Nominating Party that, so long as you actually serve on the Slate, Caligan will defend, indemnify and hold you harmless from and against any and all losses, claims, damages, penalties, judgments, awards, settlements, liabilities, costs, expenses and disbursements (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) incurred by you in the event that you become a party, or are threatened to be made a party, to any civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal thereof, (i) relating to your role as a nominee for director of the Corporation on the Slate, or (ii) otherwise arising from or in connection with or relating to the Proxy Solicitation. Your right of indemnification hereunder shall continue after the Annual Meeting has taken place but only for events that occurred prior to the Annual Meeting and subsequent to the date hereof. Anything to the contrary herein notwithstanding, Caligan is not indemnifying you for any action taken by you or on your behalf that occurs prior to the date hereof or subsequent to the conclusion of the Proxy Solicitation or such earlier time as you are no longer a nominee on the Slate or for any actions taken by you as a director of the Corporation, if you are elected. Nothing herein shall be construed to provide you with indemnification (i) if you are found to have engaged in a violation of any provision of state or federal law in connection with the Proxy Solicitation, unless you demonstrate that your action was taken in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of electing the Slate; (ii) if you acted in a manner that constitutes bad faith, gross negligence or willful misconduct; or (iii) if you provided false or misleading information, or omitted material information, in the Questionnaire (as defined below) or otherwise in connection with the Proxy Solicitation. You shall promptly notify Caligan in writing in the event of any third-party claims actually made against you or known by you to be threatened if you intend to seek indemnification hereunder in respect of such claims. In addition, upon your delivery of notice with respect to any such claim, Caligan shall promptly assume control of the defense of such claim with counsel chosen by Caligan. Caligan shall not be responsible for any settlement of any claim against you covered by this indemnity without its prior written consent. However, Caligan may not enter into any settlement of any such claim without your consent unless such settlement includes (i) no admission of liability or guilt by you, and (ii) an unconditional release of you from any and all liability or obligation in respect of such claim. If you are required to enforce the obligations of Caligan in this Agreement in a court of competent jurisdiction, or to recover damages for breach of this Agreement, Caligan will pay on your behalf, in advance, any and all expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and disbursements) actually and reasonably incurred by you in such action, regardless of whether you are ultimately determined to be entitled to such indemnification or advancement of expenses.

 

4.       You understand that it may be difficult, if not impossible, to replace a nominee who, such as yourself, has agreed to serve on the Slate and, if elected, as a director of the Corporation if such nominee later changes his or her mind and determines not to serve on the Slate or, if elected, as a director of the Corporation. Accordingly, Caligan is relying upon your agreement to serve on the Slate and, if elected, as a director of the Corporation. In that regard, you will be supplied with a questionnaire in a form provided previously by the Corporation to Caligan (the “Questionnaire”) in which you will provide the information necessary for the Nominating Party to make appropriate disclosure to the Corporation and to use in creating the proxy solicitation materials to be sent to stockholders of the Corporation and filed with the Securities and Exchange Commission in connection with the Proxy Solicitation.

5.       You agree that (i) you will promptly complete, sign and return the Questionnaire, (ii) your responses in the Questionnaire will be true, complete and correct in all respects, and (iii) you will provide any additional information related to the Proxy Solicitation as may be reasonably requested by Caligan. In addition, you agree that you will execute and return a separate instrument confirming that you consent to being nominated for election as a director of the Corporation and, if elected, consent to serving as a director of the Corporation. Upon being notified that you have been chosen, we and the Nominating Party may forward your consent and completed Questionnaire (or summaries thereof), to the Corporation, and we and the Nominating Party may at any time, in our and their discretion, disclose the information contained therein, as well as the existence and contents of this Agreement. Furthermore, you understand that we may elect, at our expense, to conduct a background and reference check on you and you agree to complete and execute any necessary authorization forms or other documents required in connection therewith.

6.       You further agree that (i) you will treat confidentially all information relating to the Proxy Solicitation which is non-public, confidential or proprietary in nature; (ii) you will not issue, publish or otherwise make any public statement or any other form of public communication relating to the Corporation or the Proxy Solicitation without the prior approval of Caligan; and (iii) you will not agree to serve, or agree to be nominated to stand for election by the Corporation or any other stockholder of the Corporation (other than Caligan and its affiliates), as a director of the Corporation without the prior approval of Caligan.

7.       In addition to the purchase of Shares provided in paragraph 2 above, you or your affiliates may invest in securities of the Corporation. With respect to any such purchases during the term of this Agreement, (i) you agree to consult with Caligan regarding such purchases and provide necessary information following such purchases so that we may comply with any applicable disclosure or other obligations which may result from such investment and (ii) Caligan or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto at no cost to you. With respect to any purchases made pursuant to this paragraph you agree not to dispose of any such securities prior to the termination of this Agreement without the prior consent of Caligan.

8.       Each of us recognizes that should you be elected or appointed to the Board all of your activities and decisions as a director will be governed by applicable law and subject to your fiduciary duties, as applicable, to the Corporation and to the stockholders of the Corporation and, as a result, that there is, and can be, no agreement between you and Caligan that governs the decisions which you will make as a director of the Corporation.

9.       This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion of the Annual Meeting, (ii) your election or appointment to the Board, (iii) the termination of the Proxy Solicitation or (iv) our election to not include you as part of the Slate, provided, however, that the second and third, your confidentiality obligations in the sixth, and the eighth, tenth and eleventh paragraphs of this Agreement shall survive such termination.

 

10.       This Agreement sets forth the entire agreement between Caligan and you as to the subject matter contained herein, and cannot be amended, modified or terminated except by a writing executed by Caligan and you.

11.       This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof. The parties agree to the exclusive jurisdiction of the state and federal courts of New York, New York, and waive, and agree not to plead or to make, any claim that any action or proceeding brought in the state and federal courts of New York, New York has been brought in an improper or inconvenient forum.

 

[Signature Page Follows]

 

 

Agreed to as of the date both parties have signed:
CALIGAN PARTNERS LP
By:
Name:	David Johnson
Title:	Managing Partner
NOMINEE:
Name
Date:

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