UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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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
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
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 ☐ | ||
| Non-accelerated filer ☐ | Smaller reporting company |
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| Emerging growth company |
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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
As of April 21, 2026, there were
ANIKA THERAPEUTICS, INC.
TABLE OF CONTENTS
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, INTEGRITY, MONOVISC, ORTHOVISC, and TACTOSET are our 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 (such as HYALOFAST, which is a registered trademark of Fidia Farmaceutici S.p.A.).
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PART I: |
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ITEM 1. |
Anika Therapeutics, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
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March 31, |
December 31, |
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ASSETS |
2026 |
2025 |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
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Accounts receivable, net |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right-of-use assets |
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Other long-term assets |
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Notes receivable |
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Deferred tax assets |
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Intangible assets, net |
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Goodwill |
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Total assets |
$ | $ | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Other long-term liabilities |
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Lease liabilities |
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Commitments and contingencies (Note 9) |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in-capital |
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Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ | $ | ||||||
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)
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Three Months Ended March 31, |
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2026 |
2025 |
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Revenue |
$ | $ | ||||||
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Cost of revenue |
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Gross Profit |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
( |
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( |
) |
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Interest and other income, net |
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Loss before income taxes |
( |
) |
( |
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Provision for income taxes |
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Loss from continuing operations |
( |
) | ( |
) | ||||
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Loss from discontinued operations, net of tax |
( |
) | ||||||
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Loss per share: |
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Basic |
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Continuing operations |
( |
) | $ | ( |
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Discontinued operations |
( |
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| $ | ( |
) | $ | ( |
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Diluted |
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Continuing operations |
( |
) | $ | ( |
) | |||
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Discontinued operations |
( |
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| $ | ( |
) | $ | ( |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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Net loss |
$ | ( |
) | $ | ( |
) | ||
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Foreign currency translation adjustment |
( |
) | ||||||
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Comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
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)
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Three Months Ended March 31, 2026 |
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Common Stock |
Accumulated |
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Additional |
Other |
Total |
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Number of |
$.01 Par |
Paid |
Retained |
Comprehensive |
Stockholders' |
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Shares |
Value |
in Capital |
Earnings |
Loss |
Equity |
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Balance, January 1, 2026 |
$ | $ | $ | $ | ( |
) |
$ | |||||||||||||||||
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Vesting of restricted stock units |
( |
) | ||||||||||||||||||||||
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Stock-based compensation expense |
- | |||||||||||||||||||||||
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Retirement of common stock for minimum tax withholdings |
( |
) |
( |
) |
( |
) |
( |
) |
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Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
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Net loss |
- | ( |
) |
( |
) |
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Other comprehensive loss |
- | ( |
) | ( |
) | |||||||||||||||||||
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Balance, March 31, 2026 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||
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Three Months Ended March 31, 2025 |
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Common Stock |
Accumulated |
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Additional |
Other |
Total |
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Number of |
$.01 Par |
Paid |
Retained |
Comprehensive |
Stockholders' |
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Shares |
Value |
in Capital |
Earnings |
Loss |
Equity |
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Balance, January 1, 2025 |
$ | $ | $ | $ | ( |
) |
$ | |||||||||||||||||
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Vesting of restricted stock units |
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Stock-based compensation expense |
- | |||||||||||||||||||||||
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Retirement of common stock for minimum tax withholdings |
( |
) |
( |
) | ( |
) | ( |
) | ||||||||||||||||
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Repurchase of common stock |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
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Net loss |
- | ( |
) |
( |
) |
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Other comprehensive income |
- | |||||||||||||||||||||||
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Balance, March 31, 2025 |
$ | $ | $ | $ | ( |
) |
$ | |||||||||||||||||
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)
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Three Months Ended March 31, 2026 |
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2026 |
2025 |
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Cash flows from operating activities: |
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Net loss |
$ | ( |
) |
$ | ( |
) |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation |
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Amortization of acquisition related intangible assets |
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Non-cash operating lease cost |
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Stock-based compensation expense |
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Deferred income taxes |
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Provision for credit losses |
( |
) | ( |
) | ||||
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Provision for inventory |
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Interest income on notes receivable |
( |
) | ( |
) | ||||
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Gain on sale of assets |
( |
) | ( |
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Changes in operating assets and liabilities: |
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Accounts receivable |
( |
) | ||||||
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Inventories |
( |
) | ||||||
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Prepaid expenses, other current and long-term assets |
( |
) | ( |
) | ||||
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Accounts payable |
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Operating lease liabilities |
( |
) |
( |
) | ||||
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Accrued expenses, other current and long-term liabilities |
( |
) |
( |
) | ||||
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Income taxes |
( |
) | ||||||
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Net cash used in operating activities |
( |
) | ( |
) | ||||
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Cash flows from investing activities: |
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Purchase of property and equipment |
( |
) | ( |
) | ||||
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Proceeds from sale of Parcus Medical, net |
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Notes receivable |
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Net cash used in by investing activities |
( |
) | ||||||
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Cash flows from financing activities: |
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Repurchases of common stock |
( |
) | ( |
) | ||||
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Cash paid for tax withheld on vested restricted stock awards |
( |
) | ( |
) | ||||
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Net cash used in financing activities |
( |
) | ( |
) | ||||
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Exchange rate impact on cash |
( |
) |
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Decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ | $ | ||||||
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Supplemental disclosure of cash flow information: |
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Non-cash investing activities: |
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Purchases of property and equipment included in accounts payable and accrued expenses |
$ | $ | ||||||
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(a) |
The cash flows related to discontinued operations 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 leader in the design, development, manufacturing, and commercialization of hyaluronic acid (HA) innovations. In partnership with clinicians, the Company’s sole focus is dedicated to delivering and advancing osteoarthritis (OA) pain management and orthopedic regenerative solutions. At the core is a passion to deliver a differentiated portfolio that improves patient outcomes around the world.
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 HA 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.
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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, 2025 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, 2025. The results of operations for the three-month period ended March 31, 2026, are not indicative of the results to be expected for the year ending December 31, 2026.
Recent Issued Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses(“ASU 2024-03”), 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 2025-01”). 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 currently in the process of evaluating the impact of this pronouncement on its related disclosures.
In December 2025, the FASB issued ASU 2025‑11 — Interim Reporting (Topic 270): Narrow‑Scope Improvements to clarify and reorganize the U.S. GAAP guidance on interim financial reporting consistent with Accounting Standards Codification (“ASC”) Topic 270. This new pronouncement will require registrants to use a comprehensive list of interim disclosure requirements compiled in accordance with ASC 270 and recognize this list as the complete population of required interim GAAP disclosures. ASU 2025-11 is effective for public companies with interim periods beginning after December 15, 2027. The Company is currently in the process of evaluating the impact of this pronouncement on its related disclosures.
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3. |
Discontinued Operations |
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.
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 $
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, | ||||
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2025 |
||||
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Depreciation |
$ | |||
|
Amortization of acquisition related intangible assets |
$ | |||
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Non-cash operating lease cost |
$ | |||
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Stock-based compensation expense |
$ | |||
| Purchases of property and equipment | $ | |||
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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:
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As of |
As of |
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March 31, |
December 31, |
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2026 |
2025 |
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Accounts Receivable |
$ | $ | ||||||
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Less: Allowance for credit losses |
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Net balance, end of period |
$ | $ | ||||||
A summary of activity in the allowance for credit losses is as follows:
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As of March 31, |
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2026 |
2025 |
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Balance, beginning of the period |
$ | $ | ||||||
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Amounts provided |
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Amounts recovered |
( |
) |
( |
) |
||||
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Translation adjustments |
( |
) | ||||||
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Balance, end of period |
$ | $ | ||||||
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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, 2026 and December 31, 2025, respectively.
The classification of the Company’s cash equivalents within the fair value hierarchy was as follows:
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March 31, |
Active |
Significant |
Significant |
Amortized |
||||||||||||||||
|
2026 |
(Level 1) |
(Level 2) |
(Level 3) |
Cost |
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Cash equivalents: |
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|
Money Market Funds |
$ | $ | $ | $ | $ | |||||||||||||||
|
December 31, |
Active |
Significant |
Significant |
Amortized |
||||||||||||||||
|
2025 |
(Level 1) |
(Level 2) |
(Level 3) |
Cost |
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Cash equivalents: |
||||||||||||||||||||
|
Money Market Funds |
$ | $ | $ | $ | $ | |||||||||||||||
|
6. |
Inventories |
Inventories consist of the following:
|
March 31, |
December 31, |
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|
2026 |
2025 |
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|
Raw materials |
$ | $ | ||||||
|
Work-in-process |
||||||||
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Finished goods |
||||||||
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Total |
$ | $ | ||||||
|
Inventories |
$ | $ | ||||||
|
Other long-term assets |
||||||||
|
Total |
$ | $ | ||||||
Inventories are stated net of inventory reserves of approximately $
|
7. |
Property and Equipment |
Property and equipment is stated at cost and consists of the following:
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Equipment and software |
$ | $ | ||||||
|
Furniture and fixtures |
||||||||
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Leasehold improvements |
||||||||
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Construction in progress |
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Subtotal |
||||||||
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Less accumulated depreciation |
( |
) | ( |
) | ||||
|
Total |
$ | $ | ||||||
Depreciation expense was $
|
8. |
Goodwill and Intangible Assets |
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.
The change in the carrying value of goodwill for the three-months ended March 31, 2026, was as follows:
|
Three Months Ended |
||||
|
2026 |
||||
|
Balance, beginning of period |
$ | |||
|
Effect of foreign currency adjustments |
( |
) | ||
|
Balance, ending of period |
$ | |||
The Company has intangible assets of $
|
9. |
Accrued Expenses and Other Current Liabilities |
Accrued expenses and other current liabilities consist of the following:
|
March 31, |
December 31, |
|||||||
|
2026 |
2025 |
|||||||
|
Compensation and related expenses |
$ | $ | ||||||
|
Share based compensation |
||||||||
|
Professional fees |
||||||||
|
Operating lease liability – current |
||||||||
|
Clinical trial costs |
||||||||
|
Deferred revenue |
||||||||
|
Other |
||||||||
|
Total |
$ | $ | ||||||
|
10. |
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 accrued warranties as of March 31, 2026, or December 31, 2025, 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.
|
11. |
Revenue and Geographic Information |
Revenue by product classification is as follows:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Original Equipment Manufacturer (“OEM”) Channel |
$ | $ | ||||||
|
Commercial Channel |
||||||||
| Total | $ | $ | ||||||
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
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, |
||||||||||||||||
|
2026 |
2025 |
|||||||||||||||
|
Percentage of |
Percentage of |
|||||||||||||||
|
Revenue |
Revenue |
Revenue |
Revenue |
|||||||||||||
|
Geographic Location: |
||||||||||||||||
|
United States |
$ |
% |
$ |
% |
||||||||||||
|
Europe |
% |
% |
||||||||||||||
|
Other |
% |
% |
||||||||||||||
|
Total |
$ |
% |
$ |
% |
||||||||||||
|
12. |
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 most recently on June 25, 2025. On June 25, 2025, the Company’s stockholders approved an amendment to the 2017 Plan increasing the number of shares by
The Anika Therapeutics, Inc. 2021 Inducement Plan (the “Inducement Plan”) was adopted by the Company’s board of directors on November 4, 2021, in which the Company reserved 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). The Inducement Plan was amended in December 2023 to add
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 years with a maximum contractual term of 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):
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Three Months Ended March 31, |
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2026 |
2025 |
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|
Cost of revenue |
$ | $ | ||||||
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Research and development |
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Selling, general and administrative |
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Total stock-based compensation expense |
$ | $ | ||||||
Stock Options and Stock Appreciation Rights
Stock options and SARs are granted to purchase common shares at prices that is equal to the fair market value of the Company’s common stock on the date the options or SARs are granted or, in the case of premium awards, are granted at
The following summarizes the activity under the Company’s stock option and SARs plans:
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Weighted |
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Average |
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Weighted |
Remaining |
Aggregate |
||||||||||||||
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Average |
Contractual |
Intrinsic |
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Number of |
Exercise |
Term |
Value |
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Shares (Options/SARs) |
Price |
(in years) |
(in thousands) |
|||||||||||||
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Outstanding as of December 31, 2025 |
$ | $ | ||||||||||||||
|
Granted |
$ | |||||||||||||||
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Exercised |
$ |
$ | ||||||||||||||
|
Forfeited and canceled |
( |
) |
$ | $ | ||||||||||||
|
Outstanding as of March 31, 2026 |
$ | $ | ||||||||||||||
|
Vested, March 31, 2026 |
$ | $ | - | |||||||||||||
|
Vested or expected to vest, March 31, 2026 |
$ | $ | 1,666 | |||||||||||||
There were no stock options or SARs exercised for the three-month period ended March 31, 2026.
The Company granted
Listed below are the assumptions used in the Black-Scholes pricing model for options and SARs granted during the three months ended March 31, 2026. There were no stock options or SARs granted for the three-month period ended March 31, 2025.
The assumptions were as follows:
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Three Months Ended March 31, |
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| 2026 | 2025 | |||||||||||
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Risk-free interest rate |
- | - | ||||||||||
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Expected volatility |
- | - | ||||||||||
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Expected life (years) |
||||||||||||
|
Expected dividend yield |
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Fair Value per stock option or SAR |
$ | |||||||||||
As of March 31, 2026, there was $
Restricted Stock Units
RSUs generally vest either in equal annual installments over a -year period or on a cliff-vesting basis after three years of continuous service. 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, 2026, was as follows:
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Weighted |
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Number of |
Average |
|||||||
|
Shares |
Fair Value |
|||||||
|
Outstanding as of December 31, 2025 |
$ | |||||||
|
Granted |
||||||||
|
Vested |
( |
) |
||||||
|
Forfeited and cancelled |
( |
) |
||||||
|
Outstanding as of March 31, 2026 |
$ | |||||||
The weighted-average grant-date fair value per share of RSUs granted was $
The Company’s annual grants of RSU awards made in March 2024, 2025, and 2026 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 RSU vestings in March 2026 with these annual award grants totaled
Performance Stock Units
PSU activity for the three-month period ended March 31, 2026, was as follows:
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Weighted |
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Number of |
Average |
|||||||
|
Shares |
Fair Value |
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Outstanding as of December 31, 2025 |
$ | |||||||
|
Granted |
||||||||
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Vested |
( |
) | ||||||
|
Forfeited and cancelled |
||||||||
|
Outstanding as of March 31, 2026 |
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There were no PSUs granted for the three-month period ended March 31, 2026.
The Company’s grants of PSU awards 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. The PSU awards vested in March 2026 totaled
On March 14, 2025, the Company granted
|
13. |
Restructuring |
During the three-month period ended March 31, 2026, the Company initiated actions to reduce general and administrative expenses to reflect a more focused cost structure following the recent strategic divestitures. This included a workforce reduction resulting in the recognition of severance and employee‑related costs, which primarily consist of cash severance payments, employer‑paid benefits during the severance period, and payroll‑related taxes. These costs were recognized in accordance with ASC 420, Exit or Disposal Cost Obligations. The Company expects to incur total severance and employee-related costs of approximately $
The following table is a summary of the changes in the severance liability, included with accrued expenses on the consolidated balance sheets related to the workforce reduction:
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Three Months Ended |
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|
2026 |
||||
|
Balance, beginning of period |
$ | |||
|
Severance and other personnel costs |
||||
|
Cash payments during the period |
( |
) | ||
|
Balance, ending of period |
$ | |||
In addition, the Company announced a leadership transition in January 2026 in which the Company's former Chief Executive Officer became Executive Chair of the Company’s Board of Directors. The Company and Dr. Cheryl Blanchard, the Company's former Chief Executive Officer, entered into a Transitional Services and Separation Agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Dr. Blanchard stepped down from her role as the Company’s President and Chief Executive Officer, effective January 31, 2026. Dr. Blanchard will continue to serve on the Board of Directors through the January 31, 2028. Pursuant to the Transition Agreement, Dr. Blanchard will be entitled to receive her base salary rate and related employee benefits for 18 months immediately at the time of transition which will be paid over 24 months through January 31, 2028. Dr. Blanchard will also continue to serve on the Board of Directors through the Company’s 2028 annual stockholders meeting. Her equity awards granted under the Company’s 2017 Omnibus Incentive Plan and any other equity plan shall continue to vest throughout her service relationship, in accordance with the terms of the applicable award agreements and equity plans.
Following the change in circumstances, Dr. Blanchard will be required to provide service to the Company in her capacity as Executive Chair and later Board Member. In accordance with ASC 718-10, Compensation-Stock Compensation, the Company evaluated the accounting for the value of the continued services expected to be received in exchange for Dr. Blanchard’s equity awards concluding that the substance of the requisite services was not commensurate with the value of the equity awards. Accordingly, the Company recognized stock-based compensation expense of $
|
14. |
Income Taxes |
The income tax expense was $
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, 2026, 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, 2026, includes an adjustment for the valuation allowance required against the U.S deferred tax assets. As of March 31, 2026, 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.
|
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, 2026, and 2025, respectively, and therefore all potential common shares would have been anti-dilutive and accordingly were excluded from the computation of diluted EPS. Stock options/SARs of
|
16. |
Share Repurchase |
In May 2024, the Company approved a share repurchase program for an aggregate purchase price of $
On May 28, 2024, the Company entered into a share repurchase agreement under a Rule 10b5-1 Plan with Bank of America. On November 6, 2025, the Company entered into a share repurchase agreement under a Rule 10b5-1 Plan with Clear Street LLC for another $
|
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 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, 2026, and 2025 (in thousands):
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Three Months Ended March 31, |
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|
2026 |
2025 |
|||||||
|
Revenue |
$ | $ | ||||||
|
Cost of revenue |
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|
Gross Profit |
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Operating expenses: |
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Research and development |
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Selling, general and administrative |
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|
Total operating expenses |
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|
Loss from operations |
( |
) | ( |
) | ||||
|
Interest and other income, net |
||||||||
|
Loss before income taxes |
( |
) | ( |
) | ||||
|
Provision for income taxes |
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|
Loss from continuing operations |
( |
) | ( |
) | ||||
|
Loss from discontinued operations, net of tax |
( |
) | ||||||
|
Net loss |
$ | ( |
) | $ | ( |
) | ||
Total U.S revenues were $
|
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, 2025, or our 2025 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, as amended, or the Exchange Act, 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 2025 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 leader in the design, development, manufacturing, and commercialization of hyaluronic acid, or HA innovations. In partnership with clinicians, our sole focus is dedicated to delivering and advancing osteoarthritis, or OA pain management, and orthopedic regenerative solutions. At our core is a passion to deliver a differentiated portfolio that improves patient outcomes around the world.
We have over thirty years of global expertise developing, manufacturing and commercializing products based on our technology platform, HA. 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.
As we look forward to 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; |
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● |
Growth of the Integrity Implant System, our HA-based scaffold for rotator cuff and other tendon repairs, with first commercial cases in 2023; |
|
● |
Targeting to introduce key HA-based products into the U.S. market upon FDA approval/clearance, such as Cingal and Hyalofast, and developing additional products that leverage our proprietary Hyaff regenerative platform; |
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● |
Robust network of stakeholders in our target markets to identify evolving unmet patient treatment needs; |
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● |
Global commercial expertise, which we will leverage to drive growth across our product portfolio, including continued international expansion; |
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● |
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 |
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● |
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 OA 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 OA pain product that 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. We have been actively engaging with the U.S. Food and Drug Administration, or the FDA, on next steps for U.S. regulatory approval. We have made significant progress in addressing the FDA's requirements for Cingal's approval. In April 2023, we held a Type-C meeting with the FDA, which led to an advice letter received from the FDA in April 2024. The letter included positive feedback and new challenges that we are actively addressing. We also received confirmation that the clinical data for Cingal is a review issue and not a filing issue. Additionally, in September 2024, we acquired the Aristospan New Drug Application, or NDA, which allowed us to address a recent FDA requirement and will enable us to source the reference drug for a bioequivalence study. In April 2025, we subsequently sold the Aristospan NDA to a third-party manufacturer who will supply the reference drug for the bioequivalence study. We had another Type-C meeting with the FDA in February 2025 to discuss finalizing NDA submission requirements, including bioequivalence study requirements. The preclinical and bioequivalence studies have been initiated. We are committed to bringing this revolutionary pain management therapy to the approximate $1 billion U.S. addressable market.
Regenerative Solutions
Our Regenerative Solutions product family consists of: (a) our portfolio of orthopedic regenerative solutions products utilizing HA, including Integrity, our HA-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. In the United States, Hyalofast is a pipeline product under a pivotal Investigational Device Exemption or IDE clinical trial and is not available for commercial sale. We submitted a premarket approval or PMA on October 31, 2025 with the FDA, and we are targeting a U.S. launch by 2027, pending approval from the FDA.
Results of Operations
Three Months Ended March 31, 2026, Compared to Three Months Ended March 31, 2025
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Three Months Ended March 31, |
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|
2026 |
2025 |
$ Change |
% Change |
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(in thousands, except percentages) |
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Revenue |
$ | 29,612 | $ | 26,168 | $ | 3,444 | 13 | % | ||||||||
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Cost of revenue |
10,615 | 11,487 | (872 | ) | (8 | %) | ||||||||||
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Gross profit |
18,997 | 14,681 | 4,316 | 29 | % | |||||||||||
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Gross margin |
64 | % | 56 | % | ||||||||||||
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Operating expenses: |
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Research and development |
6,713 | 6,059 | 654 | 11 | % | |||||||||||
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Selling, general and administrative |
17,772 | 12,906 | 4,866 | 38 | % | |||||||||||
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Total operating expenses |
24,485 | 18,965 | 5,520 | 29 | % | |||||||||||
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Loss from operations |
(5,488 | ) | (4,284 | ) | (1,204 | ) | 28 | % | ||||||||
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Interest and other income (expense), net |
667 | 415 | 252 | 61 | % | |||||||||||
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Loss before income taxes |
(4,821 | ) | (3,869 | ) | (952 | ) | 25 | % | ||||||||
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Provision for income taxes |
235 | 89 | 146 | 164 | % | |||||||||||
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Loss from continuing operations |
(5,056 | ) | (3,958 | ) | (1,098 | ) | 28 | % | ||||||||
|
Loss from discontinued operations, net of tax |
- | (915 | ) | 915 | (100 | %) | ||||||||||
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Net loss |
$ | (5,056 | ) | $ | (4,873 | ) | $ | (183 | ) | 4 | % | |||||
Revenue
The following table presents revenue by product family for the three-month periods ended March 31, 2026, and 2025 as follows:
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Three Months Ended March 31, |
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2026 |
2025 |
$ Change |
% Change |
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(in thousands, except percentages) |
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Original Equipment Manufacturer (“OEM”) Channel |
$ | 17,035 | $ | 14,909 | $ | 2,126 | 14 | % | ||||||||
|
Commercial Channel |
12,577 | 11,259 | 1,318 | 12 | % | |||||||||||
| $ | 29,612 | $ | 26,168 | $ | 3,444 | 13 | % | |||||||||
Revenue for the three-month period ended March 31, 2026, was $29.6 million, an increase of $3.4 million, or 13%, compared to the same period in 2025. The increase in revenue was driven by higher sales activity with our Original Equipment Manufacturer, or OEM Channel partners, primarily J&J MedTech and certain non-orthopedic products as well as higher Integrity revenues and international OA Pain Management revenues.
Revenue from our OEM Channel product family increased by 14% for the three-month period ended March 31, 2026, as compared to the same period in 2025. For the three-month period ended March 31, 2026, the $2.1 million increase was driven by a $1.0 million increase in J&J MedTech revenue and a $1.1 million increase in non-orthopedic revenue. The J&J MedTech revenue increase was primarily due to $2.8 million increase in sales volume, offset by a $1.8 million decrease due to lower pricing. The non-orthopedic increase was due to a $1.5 million increase in the timing of veterinary product sales offset by a $0.4 million decrease in ophthalmic and wound care revenues.
Revenue from our Commercial Channel product family increased 12% for the three-month period ended March 31, 2026, as compared to the same period in 2025. For the three-month period ended March 31, 2026, the $1.3 million increase was driven by a $0.7 million increase in international OA pain management revenues and a $0.6 million increase in regenerative revenue. The international OA pain management revenue increase was due to higher Monovisc and Cingal product sales offset by lower Orthovisc product sales. The regenerative revenue increase was due to higher Integrity and Hyalofast product sales offset by lower Tactoset revenues.
Gross Profit and Margin
Gross profit for the three-month period ended March 31, 2026, increased $4.3 million to $19.0 million, representing a 64% gross margin for the period as compared to 56% in the prior year period. The increase in gross profit for the three-month period ended March 31, 2026, as compared to the same period in 2025, primarily resulted from higher sales activity. Gross margin for the three-month period ended March 31, 2026, increased compared to the same period of prior year due to higher sales activity, increased production volume and lower inventory reserves and scrap.
Research and Development
Research and development expenses for the three-month period ended March 31, 2026, are as follows:
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Three Months Ended March 31, |
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|
2026 |
2025 |
$ Change |
% Change |
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(in thousands, except percentages) |
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External costs by program |
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|
Hyalofast clinical study |
$ | 339 | $ | 498 | $ | (159 | ) | (32 | %) | |||||||
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Integrity development costs |
259 | 166 | 93 | 55 | % | |||||||||||
|
Cingal clinical study |
664 | 293 | 371 | 127 | % | |||||||||||
|
Regulatory external costs |
305 | 264 | 41 | 16 | % | |||||||||||
|
Other early programs and unallocated expenses |
898 | 1,125 | (226 | ) | (20 | %) | ||||||||||
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Total external costs |
2,465 | 2,345 | 120 | 5 | % | |||||||||||
|
Internal costs: |
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|
Employee compensation and benefits |
3,688 | 3,205 | 483 | 15 | % | |||||||||||
|
Facility and other |
561 | 509 | 52 | 10 | % | |||||||||||
|
Total internal costs |
4,249 | 3,714 | 535 | 14 | % | |||||||||||
|
Total research and development expense |
$ | 6,714 | 6,059 | $ | 655 | 11 | % | |||||||||
Research and development expenses for the three-month period ended March 31, 2026, were $6.7 million, an increase of $0.7 million as compared to the same period in 2025. This is primarily due to increased spending on the Cingal clinical study and headcount.
Selling, General and Administrative
Selling, general and administrative expenses for the three-month period ended March 31, 2026, were $17.8 million, an increase of $4.9 million, as compared to the same period in 2025. The increase for the three-month period ended March 31, 2026, was primarily driven by a $3.3 million increase in stock-based compensation and $1.6 million in severance costs associated with our restructuring strategy.
Loss from Continuing Operations
For the three-month period ended March 31, 2026, the loss from continuing operations was $5.1 million, compared to a loss from continuing operations of $4.0 million for the same period in 2025. The $1.1 million increase in the loss from continuing operations was due to higher stock-based compensation and severance costs from our restructuring strategy.
Income Taxes
The income tax expense was $0.2 million for the three-month period ended March 31, 2026, resulting in an effective tax rate of (4.9%). 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 tax rates are consistent for the three-month period ended March 31, 2026, as compared to the same period in 2025, primarily due to a full valuation allowance being recorded against domestic deferred tax assets on March 31, 2026, and 2025.
Non-GAAP Financial Measures
We present certain information with respect to adjusted Earnings Before Interest, Tax, Depreciation and Amortization, or EBITDA, adjusted net income(loss), and 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 are not necessarily comparable to similarly titled measures presented by other companies.
We have presented adjusted EBITDA, adjusted net income, and 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 loss excluding interest and other (income), net, provision for income tax, depreciation and amortization, share-based compensation, severance costs and non-recurring professional fees.
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, 2026 and 2025, respectively:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
(in thousands) |
||||||||
|
Net loss from continuing operations |
$ | (5,056 | ) | $ | (3,958 | ) | ||
|
Interest and other (income), net |
(667 | ) | (415 | ) | ||||
| Provision for income taxes | 235 | 89 | ||||||
|
Depreciation and amortization |
1,407 | 1,416 | ||||||
|
Share-based compensation |
6,641 | 2,995 | ||||||
|
Non-recurring professional fees |
169 | - | ||||||
| Severance costs | 1,587 | - | ||||||
|
Adjusted EBITDA |
$ | 4,316 | $ | 127 | ||||
Adjusted EBITDA in the three-month period ended March 31, 2026, increased $4.2 million as compared with the same period in 2025. The increase in adjusted EBITDA for the period was primarily due to higher revenue and gross profit.
Adjusted Net Income (Loss) and Adjusted EPS
We present information below with respect to adjusted net income(loss) and adjusted EPS. We define adjusted net income (loss) as our net loss excluding share-based compensation, severance costs, and non-recurring professional fees. We define adjusted EPS as GAAP diluted EPS excluding the above adjustments to net income (loss) used in calculating adjusted net income (loss), each on a per share and tax effected basis.
The following is a reconciliation of adjusted net income (loss), a non-GAAP metric, to net loss, the most directly comparable GAAP financial measure, for the three-month periods ended March 31, 2026 and 2025, respectively:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
(in thousands) |
||||||||
|
Net loss from continuing operations |
$ | (5,056 | ) | $ | (3,958 | ) | ||
|
Share-based compensation, tax effected |
6,965 | 3,063 | ||||||
|
Severance costs, tax effected |
1,664 | - | ||||||
|
Non-recurring professional fees, tax effected |
177 | - | ||||||
|
Adjusted net income (loss) |
$ | 3,750 | $ | (895 | ) | |||
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, 2026, and 2025, respectively:
|
Three Months Ended March 31, |
||||||||
|
2026 |
2025 |
|||||||
|
Diluted loss per share |
$ | (0.37 | ) | $ | (0.28 | ) | ||
|
Share-based compensation, tax effected |
0.51 | 0.22 | ||||||
|
Severance costs, tax effected |
0.12 | - | ||||||
|
Non-recurring professional fees, tax effected |
0.01 | - | ||||||
|
Adjusted diluted earnings (loss) per share |
$ | 0.27 | $ | (0.06 | ) | |||
Adjusted net income and adjusted diluted earnings per share in the three-month period ended March 31, 2026, increased by $4.7 million and $0.33, respectively, as compared with the same period in 2025. The increase for the period was primarily due to higher revenue 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 $41.0 million and $57.5 million, and working capital totaled $72.6 million and $80.2 million, at March 31, 2026, and December 31, 2025, 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, 2026, and December 31, 2025, 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, |
||||||||
|
2026 |
2025 |
|||||||
|
Cash (used in) provided by: |
||||||||
|
Operating activities |
$ | (4,846 | ) | $ | (130 | ) | ||
|
Investing activities |
(1,239 | ) | 1,672 | |||||
|
Financing activities |
(10,347 | ) | (5,438 | ) | ||||
|
Effect of exchange rate changes on cash |
(27 | ) | 108 | |||||
|
Net decrease in cash and cash equivalents |
$ | (16,459 | ) | $ | (3,788 | ) | ||
The following changes contributed to the net change in cash and cash equivalents in the three-month period ended March 31, 2026 as compared to the same period in 2025.
Operating Activities
Cash used in operating activities was $4.9 million and $0.1 million for the three-month periods ended March 31, 2026 and 2025, respectively. The increase in cash used in operating expenses was mainly due to inventory purchases with increased manufacturing production and building up safety stock and higher accounts receivable due to higher revenues. This was offset by higher stock-based compensation expense primarily related to the acceleration of stock-based compensation associated with the departure of our former Chief Executive Officer and an income tax refund received in the U.S.
Investing Activities
Cash used in investing activities was $1.2 million for the three-month period ended March 31, 2026, as compared to cash provided by investing activities of $1.7 million for the same period in 2025. The change was primarily due to increase in capital expenditures as we are expanding capacity with manufacturing operations at our Bedford facility
Financing Activities
Cash used in financing activities was $10.3 million and $5.4 million for the three-month periods ended March 31, 2026 and 2025, respectively. The increase in cash used in financing activities was primarily attributable to $8.7 million funding share repurchases during the three-month period ended March 31, 2026 versus $5.0 million in share repurchases in the prior year.
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 2025 Form 10-K for the year ended December 31, 2025. 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 2025 Form 10-K for the fiscal year ended December 31, 2025 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 2025 Form 10-K for the year ended December 31, 2025. There were no material changes to our contractual obligations reported in our 2025 Form 10-K during the three months ended March 31, 2026. 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. |
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, 2025. There have been no material changes in the first three months of 2026 to our market risks or to our management of such risks.
|
ITEM 4. |
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management, including our chief executive officer (who is also our principal 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 Exchange Act, as amended, as of the end of the period covered by this report. Based upon that evaluation, the president and chief executive officer (who is also our principal financial officer), concluded as of March 31, 2026 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 president and principal executive officer, and principal 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. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
(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, 2026, that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
|
PART II: |
|
ITEM 1. |
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, 2025.
|
ITEM 1A. |
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, 2025. 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, 2025, 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.
|
ITEM 2. |
Issuer Purchases of Equity Securities
The following is a summary of stock repurchases for the three-month period ended March 31, 2026 (in thousands, except share and per share data):
|
Period |
(a) Total number of shares |
(b) Average |
(c) Total number of |
(d) Maximum number (or |
||||||||||||
|
January 1 to 31, 2026 |
311,917 | $ | 9.47 | 311,917 | $ | 16,588 | ||||||||||
|
February 1 to 28, 2026 |
249,462 | $ | 10.69 | 249,462 | $ | 13,922 | ||||||||||
|
March 1 to 31, 2026 |
213,259 | $ | 14.39 | 213,259 | $ | 10,583 | ||||||||||
|
Total |
774,638 | 774,638 | ||||||||||||||
(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) the 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, or 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. On May 28, 2024, we entered into a share repurchase agreement under a Rule 10b5-1 plan with Bank of America, and completed the first $15.0 million tranche of the 2024 Share Repurchase Program in March 2025. On November 6, 2025, we entered into a share repurchase agreement under a Rule 10b5-1 plan with Clear Street LLC for another $15.0 million related to the 2024 Share Repurchase Program; that plan has no fixed expiration date and no plan under the 2024 Share Repurchase Program has been terminated prior to expiration or otherwise. As of March 31, 2026, we had repurchased 2,083,183 shares at an average cost of $14.01 per share, representing 73% of the then estimated total number of shares expected to be repurchased under the 2024 Share Repurchase Program. In April 2026, we completed our $15.0 million share repurchase agreement with Clear Street LLC and are no longer actively repurchasing stock.
Recent Sales of Unregistered Securities
None.
|
ITEM 3. |
None.
|
ITEM 4. |
Not applicable.
|
ITEM 5. |
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2026, of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our 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. |
|
Exhibit No. |
Description |
| †10.2 | Employment Agreement effective as of January 7, 2026 between Anika Therapeutics, Inc. and Stephen Griffin (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-14027) filed by the Registrant on January 8, 2026). |
| †10.3 | Transition Services and Separation Agreement dated as of January 7, 2026, between Anika Therapeutics, Inc. and Cheryl R. Blanchard (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-14027) filed by the Registrant on January 8, 2026). |
|
(101) |
XBRL |
|
*101 |
The following materials from Anika Therapeutics, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 as filed with the SEC on April 29, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language), as follows: |
|
i. |
Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 (unaudited) |
|
ii. |
Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended March 31, 2026 and March 31, 2025 (unaudited) |
|
iii. |
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and March 31, 2025 (unaudited) |
|
iv. |
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and March 31, 2025 (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. |
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: April 29, 2026 |
By: |
/s/ STEPHEN GRIFFIN |
|
|
Stephen Griffin |
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|
President and Chief Executive Officer |
|||
|
(Authorized Officer and Principal Financial Officer) |
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