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Note 12 - Equity Incentive Plan

9 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

12.

Equity Incentive Plan

Equity Incentive Plan

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 and June 8, 2022. On June 8, 2022, the Company’s stockholders approved an amendment to the 2017 Plan increasing the number of shares by 250,000 shares from 4.6 million shares to 4.85 million 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 4.85 million shares of common stock may be issued under the 2017 Plan. There were 1.2 million shares available for future grant at September 30, 2022 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. The Inducement Plan reserves 125,000 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 the Company’s employee 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 4,883 shares available for future grant at September 30, 2022 under the Inducement Plan.

The Company may satisfy the 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 September 30,								Nine Months Ended September 30,
		2022				2021				2022				2021
Cost of revenue		$	242			$	142			$	645			$	485
Research & development			397				360				1,267				1,003
Selling, general & administrative			3,237				2,361				8,590				6,431
Total stock-based compensation expense		$	3,876			$	2,863			$	10,502			$	7,919

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:

		Number of Options				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term (in years)				Aggregate Intrinsic Value (in thousands)
Outstanding as of December 31, 2021			1,175,993			$	39.56
Granted			486,901			$	27.60
Exercised			(437	)		$	9.10							$	10
Forfeited and canceled			(156,672	)		$	44.08
Outstanding as of September 30, 2022			1,505,785			$	35.21				8.3			$	78
Vested, September 30, 2022			499,617			$	40.00				7.3			$	8
Vested or expected to vest, September 30, 2022			1,505,785			$	35.21				8.3			$	78

The aggregate intrinsic value of options exercised for the nine-month period ended September 30, 2022 was immaterial.

The Company granted 486,901 stock options during the nine-month ended September 30, 2022, of which 398,314 shares were premium-priced options.

As of September 30, 2022, there was $8.7 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.

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. The Company estimates the fair value of TSRs using Monte-Carlo simulation model where the expected volatility assumption is evaluated over 6.3 years. The actual number of TSR options that may be earned ranges from 0% to 150% of the target number, depending on the total shareholder return of the Company relative to the peer group over the vesting period of 2.7 years. There were 104,638 TSRs as of September 30, 2022.

The assumptions used in the Black-Scholes pricing model for options granted during the nine months ended September 30, 2022 and 2021, along with the weighted-average grant-date fair values, were as follows:

	Nine Months Ended September 30,
	2022				2021
Risk free interest rate		1.3%	-	3.4%		0.3%	-	0.7%
Expected volatility		53.8%	-	55.5%		54.8%	-	56.1%
Expected life (years)			4.5				4.0
Expected dividend yield			0.0%				0.0%
Fair value per option			$11.26				$14.55

Restricted Stock Units

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 nine-month period ended September 30, 2022 was as follows:

		Number of Shares				Weighted Average Fair Value
Outstanding as of December 31, 2021			412,658			$	36.33
Granted			507,524			$	25.14
Vested			(159,871	)		$	36.48
Forfeited and cancelled			(67,389	)		$	32.45
Outstanding as of September 30, 2022			692,922			$	28.48

The weighted-average grant-date fair value per share of RSUs granted was $25.14 for the nine-month period ended September 30, 2022. The total fair value of RSUs vested was $5.8 million and $3.9 million for the nine-month periods ended September 30, 2022 and 2021, respectively.

As of September 30, 2022, there was $14.8 million of unrecognized compensation cost related to time-based RSUs, which was expected to be recognized over a weighted-average period of 2.0 years.

Performance Stock Units

PSU activity for the nine-month ended September 30, 2022 was as follows:

		Number of Shares				Weighted Average Fair Value
Outstanding as of December 31, 2021			158,297			$	37.44
Performance factor adjustment			2,125			$	32.53
Vested			(19,125	)		$	32.53
Forfeited and cancelled			(23,400	)		$	41.86
Outstanding as of September 30, 2022			117,897			$	34.98

The total fair value of PSUs vested was $0.6 million and $0 for the nine-month period ended September 30, 2022 and 2021, respectively. As of September 30, 2022, none of the milestones related to the outstanding PSUs were expected to be achieved.