SEC Comment Letter 0000000000-23-003384 to Anika Therapeutics, Inc. (ANIK)
Anika Therapeutics, Inc.
Date: April 4, 2023 · CIK: 0000898437 · Accession: 0000000000-23-003384
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-14027
Letter
United States securities and exchange commission logo April 4, 2023 Joseph Johnson III Partner Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Re:Anika Therapeutics, Inc. Preliminary Proxy Statement filed March 27, 2023 File No. 001-14027 Dear Joseph Johnson III: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement Proposal 1: Election of Directors, page 11 1.We note the following disclosure on page 11 and in the form of proxy card that if "you vote “FOR” more than two (2) nominees on your WHITE proxy card, your shares will be voted “FOR” each of the Board recommended nominees and “WITHHOLD” on the Caligan nominees." Please provide a detailed legal analysis supporting the validity of this approach both under the federal proxy rules, in particular Rule 14a-4(e), and under applicable state law. Alternatively, please amend the disclosure here (and similar disclosure elsewhere, including on the proxy card) to provide that an overvote on Proposal 1 will result in the votes on that proposal being invalid and not counted. Annex A, page A-1 2.Revise the various references to individuals who “may be deemed” participants to avoid inserting doubt as to the individuals' status and to be consistent with the definition of participant in instruction 3 to Item 4 of Schedule 14A.
FirstName LastNameJoseph Johnson III Comapany NameGoodwin Procter LLP April 4, 2023 Page 2 FirstName LastName Joseph Johnson III Goodwin Procter LLP April 4, 2023 Page 2 We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Daniel Duchovny at 202-551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
April 4, 2023
Joseph Johnson III
Partner
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Re:Anika Therapeutics, Inc.
Preliminary Proxy Statement filed March 27, 2023
File No. 001-14027
Dear Joseph Johnson III:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement
Proposal 1: Election of Directors, page 11
1.We note the following disclosure on page 11 and in the form of proxy card that if "you
vote “FOR” more than two (2) nominees on your WHITE proxy card, your shares will be
voted “FOR” each of the Board recommended nominees and “WITHHOLD” on the
Caligan nominees." Please provide a detailed legal analysis supporting the validity of this
approach both under the federal proxy rules, in particular Rule 14a-4(e), and under
applicable state law. Alternatively, please amend the disclosure here (and similar
disclosure elsewhere, including on the proxy card) to provide that an overvote on Proposal
1 will result in the votes on that proposal being invalid and not counted.
Annex A, page A-1
2.Revise the various references to individuals who “may be deemed” participants to avoid
inserting doubt as to the individuals' status and to be consistent with the definition of
participant in instruction 3 to Item 4 of Schedule 14A.
FirstName LastNameJoseph Johnson III
Comapany NameGoodwin Procter LLP
April 4, 2023 Page 2
FirstName LastName
Joseph Johnson III
Goodwin Procter LLP
April 4, 2023
Page 2
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions