SEC Form DEFA14A filed by Anika Therapeutics Inc.

On April 28, 2026, Anika Therapeutics, Inc. (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) for its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Thursday, June 18, 2026, at 8:30 a.m. Eastern time. You may participate in the Annual Meeting, including casting votes and asking questions, by accessing a live webcast at virtualshareholdermeeting.com/ANIK2026. This supplement (this “Supplement”) to the Proxy Statement amends and supplements the Proxy Statement as filed and should be read in conjunction with the Proxy Statement.

Proposal 4 (the “Plan Proposal”) of the Proxy Statement requests that the Company’s stockholders approve the sixth amendment and restatement of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “Seventh Amended Plan”), which Seventh Amended Plan was approved by the Company’s Board of Directors on April 26, 2026. After making the Proxy Statement available to stockholders, the Company was informed by Institutional Shareholder Services (“ISS”) that the Seventh Amended Plan received an unfavorable recommendation, in part because ISS has estimated that the Seventh Amended Plan is estimated to be excessively dilutive. In calculating dilution for the Seventh Amended Plan, ISS based its estimate in part on stock options outstanding as part of the calculation of shares subject to the Sixth Amended Plan as of April 21, 2026 as set forth in the Proxy Statement on page 89, which, total Stock Options Outstanding amount of 2,231,740 shares includes 476,221 shares underlying stock appreciation rights (“SARs”) that the Company can settle in cash or stock at the Company’s election. In order to clarify this disclosure, the Company is amending and restating the table included on page 89 of the Proxy Statement to exclude the shares underlying these SARs from the total amount. Other than as set forth below, the Company is not changing or supplementing any of the other information in the Proxy Statement.

Any vote “FOR” or “AGAINST” Proposal 4 for approval of the Amendment of the Sixth Amended Plan in the Form of the Seventh Amended Plan attached as Appendix A to the Proxy Statement using the proxy materials previously furnished by the Company (or a beneficial owner’s broker, bank, or other nominee) will continue to be counted as a vote “FOR” or “AGAINST” such proposal.

If you are a stockholder of record, and you have already voted and would like to change your vote, you may change or revoke your proxy at any time before it is exercised by:

If you are a beneficial owner of shares held in street name, you should contact your bank, broker, or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

All costs of solicitation of proxies will be borne by us. In addition to solicitation by mail, our directors, officers, and employees, without additional remuneration, may solicit proxies in person or by telephone, e-mail, and facsimile. We will reimburse banks, brokerage firms, and other custodians, nominees, trustees, and fiduciaries for reasonable out-of-pocket expenses incurred by them in sending proxy materials to and soliciting proxies from beneficial holders of our shares.

This Supplement to the Proxy Statement is being released on or about June 1, 2026, and should be read in conjunction with the Proxy Statement. The information contained in this Supplement to the Proxy Statement modifies or supersedes any inconsistent information contained in the Proxy Statement. The information provided above may be deemed “additional soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended.