ANIKA THERAPEUTICS INC
10QSB, 1997-05-15
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<PAGE>
 
                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                                FORM 10-QSB

(Mark One)

   X      Quarterly report under Section 13 or 15 (d) of the
- -------   Securities Exchange Act of 1934
          
For quarterly period ended             March 31, 1997            
                          ---------------------------------------        
          Transition report under Section 13 or 15 (d) of the
- --------- Exchange Act

For the transition period from               to                   
                              ---------------   -----------------  
Commission file number          000-21326                         
                      -------------------------------------------
                    Anika Therapeutics, Inc.                      
- -----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)

        Massachusetts                          04-3145961       
- -------------------------------               ------------- 
(State or Other Jurisdiction of             (I.R.S. Employer
Incorporation or Organization)             Identification No.)

236 West Cummings Park, Woburn, Massachusetts           01801     
- -----------------------------------------------------------------
             (Address of Principal Executive Offices)             

                          (617) 932-6616                            
- -----------------------------------------------------------------
          (Issuer's Telephone Number, Including area code)       

- -----------------------------------------------------------------    
(Former Name, Former Address and Former Fiscal Year, If Changed
Since Last Report)           

Check whether the issuer: (1) filed all reports required to be
filed by Section 13 and 15 (d) of the Exchange Act during the past
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.

               Yes   X   No       
                   -----    -----
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:

On May 9, 1997, 5,033,060 shares of common stock, par value $0.01
per share, were outstanding.

Transitional Small Business Disclosure Format: Yes       No   X 
                                                  ----      -----    
<PAGE>
 
PART 1:  FINANCIAL  INFORMATION
ITEM 1:  FINANCIAL  STATEMENTS

 ANIKA THERAPEUTICS, INC. 

<TABLE> 
<CAPTION> 

BALANCE SHEETS (UNAUDITED) AS OF,            MARCH 31, 1997   DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<S>                                          <C>               <C> 
ASSETS

CURRENT ASSETS:
  CASH AND CASH EQUIVALENTS                      $2,591,866          $2,704,665 
  ACCOUNTS RECEIVABLE                               709,443             539,004 
  INVENTORIES                                     2,476,566           2,481,646 
  PREPAID EXPENSES                                  437,268             375,302 
- -------------------------------------------------------------------------------
      TOTAL CURRENT ASSETS                        6,215,143           6,100,617 
- -------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT                            3,889,999           3,865,330 
LESS ACCUMULATED DEPRECIATION                     3,124,284           3,046,286
- ------------------------------------------------------------------------------- 
          NET PROPERTY AND EQUIPMENT                765,715             819,044 
- -------------------------------------------------------------------------------
  LOAN RECEIVABLE DUE FROM OFFICER                   75,000                   - 
                                                                                
      TOTAL ASSETS                               $7,055,858          $6,919,661 
===============================================================================
                                                                                
LIABILITIES AND STOCKHOLDERS' EQUITY                                            
                                                                                
CURRENT LIABILITIES:                                                            
  ACCOUNTS PAYABLE                                 $684,774            $550,314 
  ACCRUED EXPENSES                                  574,737           1,055,234 
  DEFERRED REVENUE                                  200,000             200,000
- ------------------------------------------------------------------------------- 
      TOTAL CURRENT LIABILITIES                   1,459,511           1,805,548 
- -------------------------------------------------------------------------------
                                                                                
OTHER LONG-TERM LIABILITIES                         138,158             142,775 
                                                                                
                                                                                
REDEEMABLE CONVERTIBLE PREFERRED STOCK; $.01
  PAR VALUE:  AUTHORIZED 750,000 SHARES; 
  ISSUED AND OUTSTANDING 126,259 SHARES,
  RESPECTIVELY; LIQUIDATION AND REDEMPTION                      
  VALUE OF $20.00 PER SHARE PLUS ACCRUED
  DIVIDENDS                                       2,661,487           2,602,527 
                                                                                
STOCKHOLDERS' EQUITY:                                                           
  UNDESIGNATED PREFERRED STOCK, $.01 PAR VALUE: 
   AUTHORIZED 1,250,000 SHARES; NO SHARES
   ISSUED AND OUTSTANDING                                 -                   - 
  COMMON STOCK, $.01 PAR VALUE: AUTHORIZED
   15,000,000 SHARES; ISSUED AND OUTSTANDING 
   5,023,838 SHARES AND 4,930,719 SHARES,
   RESPECTIVELY                                      50,238              49,307 
  ADDITIONAL PAID-IN CAPITAL                     11,903,661          11,693,070
  ACCUMULATED DEFICIT                            (9,157,197)         (9,373,566)
- -------------------------------------------------------------------------------
      TOTAL STOCKHOLDERS' EQUITY                  2,796,702           2,368,811
- ------------------------------------------------------------------------------- 
      TOTAL LIABILITIES AND STOCKHOLDERS EQUITY  $7,055,858          $6,919,661 
===============================================================================

</TABLE> 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

<PAGE>
 
ANIKA THERAPEUTICS,INC. 
STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE> 
<CAPTION> 

                                         THREE MONTHS ENDED
                                               MARCH 31,
                                           1997      1996
- ------------------------------------------------------------
<S>                                  <C>         <C>  
NET SALES                             $1,927,350  $1,036,797  
COST OF SALES                          1,019,413   1,157,047 
- ------------------------------------------------------------
         GROSS PROFIT (LOSS)             907,937   (120,250)

OPERATING EXPENSES:
    RESEARCH AND DEVELOPMENT             323,115    344,181
    SELLING, GENERAL AND 
     ADMINISTRATIVE                      394,421    271,381
    INTEREST INCOME, NET                 (30,384)   (10,153)
- -----------------------------------------------------------
         TOTAL OPERATING EXPENSES        687,152    605,409
- -----------------------------------------------------------

         INCOME (LOSS) BEFORE INCOME
          TAXES                          220,785   (725,659)

INCOME TAXES                               4,416          -         
- -----------------------------------------------------------           
           NET INCOME (LOSS)            $216,369  ($725,659)
===========================================================

PRIMARY EARNINGS (LOSS) PER SHARE          $0.04     ($0.19)

PRIMARY SHARES OUTSTANDING             6,084,111  3,787,240

FULLY DILUTED EARNINGS (LOSS)
  PER SHARE                                $0.03     ($0.19)

FULLY DILUTED SHARES OUTSTANDING       7,455,522  3,787,240   

</TABLE> 


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
 
ANIKA THERAPEUTICS,  INC.  
STATEMENTS OF CASH FLOWS  (UNAUDITED)

<TABLE> 
<CAPTION> 

                                                         THREE MONTHS ENDED,
                                                               MARCH 31, 
                                                          1997          1996
- ----------------------------------------------------------------------------
<S>                                                  <C>         <C>     
CASH FLOWS FROM OPERATING ACTIVITIES:
          NET INCOME (LOSS)                            $216,369    ($725,659)
          ADJUSTMENTS TO RECONCILE NET INCOME
             (LOSS) TO NET CASH USED FOR OPERATING 
             ACTIVITIES:
             DEPRECIATION AND AMORTIZATION               77,998       85,090
             COMMON STOCK ISSUED TO 401(K) PLAN          65,350       18,898
             CHANGES IN OPERATING ASSETS AND 
              LIABILITIES:
                   ACCOUNTS RECEIVABLE                 (170,439)    (166,629)
                   LOAN RECEIVABLE DUE FROM OFFICER     (75,000)           -  
                   INVENTORIES                            5,080       31,276
                   PREPAID EXPENSES                     (61,966)      23,354
                   ACCOUNTS PAYABLE AND ACCRUED 
                    EXPENSES                           (346,036)     237,159
                   OTHER LONG-TERM LIABILITIES           (4,617)           -
- ----------------------------------------------------------------------------
                      NET CASH USED FOR OPERATING
                       ACTIVITIES                      (293,261)    (496,511)
- ----------------------------------------------------------------------------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
         ADDITIONS TO PROPERTY AND EQUIPMENT            (24,669)     (24,360)
- ----------------------------------------------------------------------------
                      NET CASH USED FOR INVESTING 
                       ACTIVITIES                       (24,669)     (24,360)
- ----------------------------------------------------------------------------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
         PAYMENTS ON DEBT                                     -     (800,000)
         EXPENSES FROM ISSUANCE OF PREFERRED STOCK            -      (22,583)
         PROCEEDS FROM ISSUANCE OF COMMON STOCK               -    3,563,033
         PROCEEDS FROM EXERCISE OF STOCK OPTIONS        205,131       50,081
- ----------------------------------------------------------------------------
                      NET CASH PROVIDED BY FINANCING    205,131    2,790,531
- ----------------------------------------------------------------------------
                      (DECREASE) INCREASE IN CASH 
                        AND CASH EQUIVALENTS           (112,799)   2,269,660

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD      2,704,665    1,742,637
- ----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD           $2,591,866   $4,012,297
============================================================================
</TABLE> 

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
<PAGE>
 
PART I:   FINANCIAL INFORMATION
Item 1:   Financial Statements (Continued)

                           Anika Therapeutics, Inc.
                         Notes to Financial Statements

     This Form 10-QSB 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. The Company's actual results could differ materially
     from those set forth in the forward-looking statements. Certain factors
     that might cause such a difference are discussed throughout this form 10-
     QSB and are discussed in the section entitled "Certain Factors Affecting
     Future Operating Results" of this Form 10-QSB.

(1)  Nature of Business
     ------------------
     Anika Therapeutics, Inc. ("Anika" or the "Company") develops and
     manufactures hyaluronic acid ("HA") products for use in surgical and
     therapeutic medical applications. Hyaluronic acid is a naturally occurring
     biopolymer found in the body that coats, protects, and lubricates soft
     tissues.

     Anika currently manufactures AMVISC (1), an HA-based viscoelastic used in
     ophthalmic surgery for Chiron Vision, a subsidiary of Chiron Corporation.
     Anika also manufactures HYVISC , an HA-based product used to treat equine
     osteo-arthritis, for Boehringer Ingelheim Animal Health, Inc. in the United
     States and ORTHOVISC , an HA-based product for use in osteoarthritis and
     temporomandibular joint dysfunction. ORTHOVISC is sold in Canada, Holland
     and Turkey.
     
(2)  Basis of Presentation
     ---------------------

     The accompanying financial statements have been prepared by the Company
     without audit, pursuant to the rules and regulations of the Securities and
     Exchange Commission. In the opinion of the Company, these financial
     statements contain all adjustments (consisting of only normal recurring
     adjustments) necessary to present fairly the financial position of the
     Company as of March 31, 1997, the results of operations for the three
     months ended March 31, 1997 and 1996 and the cash flows for the three
     months ended March 31, 1997 and 1996.

     The accompanying financial statements and related notes should be read in
     conjunction with the Company's annual financial statements filed with the
     Annual Report on Form 10-KSB for the year ended August 31, 1996. The
     results of operations for the three months ended March 31, 1997 are not
     necessarily indicative of the results to be expected for the full year.
     

      1)    AMVISC is a registered trademark of Chiron Vision
<PAGE>
 
     On January 1, 1997 the Company began reporting on a calendar quarter and
     calendar year basis.

(3)  Earnings Per Share
     ------------------
 
     Earnings per share (E.P.S.) is computed based on the weighted average
     number of common shares outstanding, adjusted, when dilutive, for the
     number of shares issuable upon the conversion of Series A Redeemable
     Convertible Preferred Stock and the assumed exercise of stock options and
     warrants after the assumed repurchase of shares with the related proceeds.

     In February 1997, the Financial Accounting Standards Board (FASB)issued
     Statement of Financing Accounting Standards No. 128, Earnings per Share
     (Statement 128). Statement 128 will be required to be adopted by Anika for
     the fourth quarter and year ended December 31, 1997. Statement 128 was
     issued to simplify the computation of E.P.S. and to make the U.S. Standard
     compatible with the E.P.S. standards of other countries. It will replace
     the presentation of Primary E.P.S. with a presentation of Basic E.P.S. and
     replace Fully Diluted E.P.S. with Diluted E.P.S. It also requires dual
     presentation of Basic E.P.S. and Diluted E.P.S. on the face of the income
     statement for all entities with complex capital structures and requires a
     reconciliation of the numerator and denominator of the Basic E.P.S.
     computation to the numerator and denominator of the Diluted E.P.S.
     computation.

     Basic E.P.S., unlike Primary E.P.S., excludes all dilution while Diluted
     E.P.S., like Fully Diluted E.P.S., reflects the potential dilution that
     could occur if securities or other contracts to issue common stock were
     exercised or converted into common stock or resulted in the issuance of
     common stock that then shared in the earnings of the entity.

     If Statement 128 was adopted for the quarter ended March 31, 1997, there
     would have been no impact on E.P.S.

(4)  Loan Receivable due from Officer
     --------------------------------
 
     Loan receivable consists of loan to an officer. The entire balance is due
     at the earlier of the end of five years or at the termination of
     employment. Interest accrues at an annual rate of 6% and is payable monthly
     over the term of the loan.
<PAGE>
 
PART I:        FINANCIAL INFORMATION
Item 2:        Management's Discussion and Analysis or Plan of
               Operations

     Results of Operations
     ---------------------

     Net sales of hyaluronic acid products for the three months ended March 31,
     1997 totalled $1,927,000, an increase of $890,000, or eighty-six percent,
     over the $1,037,000 recorded in net sales for the prior year. A majority of
     the increase in sales was attributable to an increase in AMVISC unit
     selling prices to Chiron Vision.

     Anika's gross profit as a percentage of net sales was 47.1% for the three
     months ended March 31, 1997, compared to a gross loss as a percentage of
     net sales of 11.6% recorded over the same period in 1996. The increase is
     primarily attributable to the new five-year supply contract with Chiron
     that became effective on January 1, 1997 which has higher unit selling
     prices than the prior agreement.

     Research and development expenses for the three months ended March 31, 1997
     decreased by $21,000 to $323,000 from $344,000 for the same period last
     year.

     Selling, general and administrative expenses for the three months ended
     March 31, 1997 increased by $123,000 to $394,000 from $271,000 for the same
     period last year. The increase for the three months ended March 31, 1997 is
     primarily attributable to additional marketing and administrative staff,
     and increased selling and marketing costs associated with the international
     commercialization of ORTHOVISC.

     Liquidity and Capital Resources
     -------------------------------
     In March, 1996 the Company completed a financing involving the private
     placement of 1,455,000 shares of newly issued Common Stock to institutional
     and private accredited investors. Total gross proceeds were approximately
     $4 million and net proceeds to the Company after fees and expenses were
     approximately $3,542,000. In connection with the private placement, the
     Company issued to the placement agent 57,036 warrants to purchase Common
     Stock exercisable at $4.00 per share and 146,664 warrants to purchase
     Common Stock exercisable at $3.00 per share. In addition, the Company
     granted certain registration rights and filed a registration statement with
     the Securities and Exchange Commission registering the securities which was
     declared effective by the Securities and Exchange Commission in May 1996.
     The proceeds from the private placement were used to repay the $1,000,000
     debt obligation and for general working capital purposes. On May 17, 1995,
     the Company raised through a private placement $2,235,642, net of offering
     costs, from the issuance of 120,970 shares of Series A Redeemable
     Convertible Preferred
<PAGE>
 
     Stock ("Series A stock") at a selling price of $20.00 per share. Each share
     of the Series A stock is entitled to receive an annual dividend on May 1 of
     each year, at a rate of $1.80 per share, payable in additional shares of
     Series A stock, with the number of dividend shares determined by the price
     of Anika's underlying common stock. The Company may elect to pay the
     dividend in cash if certain financial covenants are met. During each
     consecutive ninety day period in which the average quarterly price of
     Anika's common stock remains above $6.00 per share, no dividend will
     accrue.

     Anika believes that its cash on hand of $2,592,000 at March 31, 1997 will
     fund calendar 1997 operating expenses including the cost of the ORTHOVISC
     clinical trial. However, there can be no assurance that the cash on hand
     will be sufficient for this period of time if actual costs and expenses are
     higher than anticipated. On January 1, 1997, the Company commenced
     supplying AMVISC to Chiron Vision under a new five year supply contract
     that has selling prices that are substantially higher than the prior
     contract. Although Anika has obtained profitability in the first quarter
     ended March 31, 1997, there is no assurance that profitability will
     continue through future quarters. The new AMVISC supply contract with
     Chiron Vision requires that Chiron purchase certain minimum quantities of
     AMVISC. The Company anticipates that Chiron will meet its minimum annual
     unit purchase obligations by the end of June 1997. The Company can provide
     no assurance that Chiron will purchase additional quantities of AMVISC in
     excess of the minimum annual unit purchase obligation.

     CERTAIN FACTORS AFFECTING FUTURE OPERATING RESULTS

     This Form 10-QSB 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. The Company's actual results could differ materially
     from those set forth in the forward-looking statements. Certain factors
     that might cause such a difference include, among other factors noted
     herein, the following:

     Need for Additional Funds; Liquidity. Anika currently expects that its cash
     on hand will fund calendar 1997 operating expenses including the cost of
     the ORTHOVISC clinical trial. However, higher than anticipated costs and
     expenses may result in insufficient cash on hand which could create a need
     for additional financing. The ability of Anika to obtain financing is
     dependent on the status of Anika's future business prospects as well as
     conditions prevailing in the relevant capital markets. No assurance can be
     given that any additional financing will be made available to Anika or will
     be available on acceptable terms should such a need arise.
<PAGE>
 
     Competition. Anika competes with many companies, including large
     pharmaceutical companies, specialized medical products companies, academic
     institutions, governmental agencies and other research organizations which
     may be involved in research, development and commercialization of HA
     products. Successful commercialization of a particular HA product will
     depend in large part upon the ability of Anika to complete clinical studies
     and obtain FDA marketing and foreign regulatory approvals prior to its
     competitors.

     History of Losses; Uncertainty of Future Profitability. Anika has incurred
     operating losses since its inception in May 1993. Presently Anika has
     accumulated deficit of $9,157,000 as of March 31, 1997. The continued
     development of Anika's products will require the commitment of substantial
     resources to conduct research, preclinical and clinical development
     programs, and to establish sales and marketing capabilities. Anika incurred
     substantial and increasing operating losses through December 31, 1996 and
     although Anika has achieved profitability for period ending March 31, 1997,
     the time required by Anika to reach sustained profitability is highly
     uncertain, and Anika must among other things, successfully complete
     development of certain of its products, obtain regulatory approvals and
     establish sales and marketing capabilities for certain of its products.
     There can be no assurance that Anika will be able to achieve profitability
     on a sustained basis.

     Comprehensive Government Regulation; No Assurance of FDA Approval. Anika's
     research, development, manufacturing activities and the future marketing of
     products by Anika are subject to regulation for safety and efficacy by
     numerous governmental authorities in the United States and other countries.
     These regulations can be costly, regulatory approvals may take many years,
     and they can be subject to change and unanticipated delays. Anika cannot
     predict what impact, if any, such changes might have on its business.

     There can be no assurance that approvals of Anika's products, processes or
     facilities will be granted or that Anika will obtain the financing needed
     to develop certain products. Any failure to obtain, or delay in obtaining,
     such approvals could adversely affect the ability of Anika to market its
     products.

     In addition, requirements relating to the conduct of clinical trials,
     product licensing, pricing and reimbursement vary widely from country to
     country. Anika or the FDA may suspend clinical trials at any time upon a
     determination that the subjects or patients are being exposed to an
     unacceptable adverse health risk ascribable to Anika's products. If
     clinical studies are suspended, Anika may be unable to continue the
     development of the investigational products affected.
<PAGE>
 
     Dependence on Patents and Proprietary Technology. Anika has a policy of
     seeking patent protection for patentable aspects of its proprietary
     technology. However, no assurance can be given that any application filings
     or issued patents will provide Anika with a competitive advantage or will
     not be successfully challenged by third parties. Other entities have filed
     patent applications for or have been issued patents concerning various
     aspects of HA-related products or processes. There can be no assurance that
     the products or processes developed by Anika will not infringe the patent
     rights of others in the future.

     Anika also relies upon trade secrets and proprietary know-how. However,
     there can be no assurance that confidentiality agreements, which Anika
     employees generally sign, will be effective in protecting trade secrets or
     that third parties will not independently develop substantially equivalent
     or better technology.

     Dependence Upon Marketing Partners. Anika does not plan to directly market
     and sell its products to customers. Therefore, Anika's success will be
     dependent upon the efforts of its marketing partners and the terms and
     conditions of Anika's relationships with such marketing partners. In
     addition, Anika will need to obtain the assistance of additional marketing
     partners for new products which are brought to market and existing products
     brought to new markets, and there can be no assurance that such additional
     partners will be available or that such partners will agree to market
     Anika's products on acceptable terms.

     Exposure to Product Liability Claims. The testing, marketing and sale of
     human health care products entail an inherent risk of allegations of
     product liability, and there can be no assurance that substantial product
     liability claims will not be asserted against Anika. Although Anika has not
     incurred any material product liability to date and coverage under its
     $1,000,000 insurance policy may be adequate to cover such claims should
     they arise, there can be no assurance that material claims will not arise
     in the future or that Anika's insurance will be adequate to cover all
     situations.

     Dependence upon Key Personnel. The future success of Anika is highly
     dependent on the members of its management and scientific staff, the loss
     of one or more of whom could have a material adverse effect on Anika. Anika
     faces significant competition for highly skilled scientific, management and
     marketing personnel from other companies, research and academic
     institutions, government entities and other organizations. There can be no
     assurance that Anika will be successfully in hiring or retaining the
     personnel it requires and failure to do so could materially and adversely
     affect Anika's prospects.
<PAGE>
 
Part II:  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

Information required pursuant to Item 4 was provided for on on Anika's Form 10-
QSB for the quarterly period ended November 30, 1996 as filed by Anika on
January 14, 1997.


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------
     (a)  Exhibit No.    Description
          -----------    -----------

             * 3.1       Amendment to amended and restated
                         Articles of Organization of Anika
                         Research, Inc.  "Anika" as amended.
            ** 3.2       Amended and restated Articles of
                         Organization of Anika Research, Inc. as
                         amended.
           *** 3.3       Certificate of Vote of Directors
                         Establishing a Series of Convertible
                         Preferred Stock.
             * 3.4       Amended and restated by-laws of Anika
                         Research, Inc. as amended.
               10.1      Loan agreement between J. Melville Engle
                         and Anika Therapeutics, Inc.
               11        Computation of earnings per share.
               27.1      Financial Data Schedule. 

      (b)  Reports on Form 8-K:  None    
           --------------------















* Incorporated by reference to Exhibits to Anika's Form 10-QSB for
the quarterly period ended November 30, 1996 as filed by Anika on
January 14,1997.
** Incorporated by reference to Exhibits to the Registration
Statement on Form 10 (File No. 0-21326) filed by Anika on March 5,
1993.
*** Incorporated by reference to Exhibits to Anika's Form 10-Q/A
for the quarterly period ended May 31, 1995 as filed by Anika on
July 29, 1995.
<PAGE>
 
                                  SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
     caused this report to be signed on its behalf by the undersigned, thereunto
     duly authorized.





                                   ANIKA THERAPEUTICS, INC.




     DATE: May 15, 1997            BY:  /s/ J. Melville Engle     
                                       -----------------------
                                       J. Melville Engle
                                       Chief Executive Officer





     DATE: May 15, 1997            BY:  /s/ Sean F. Moran    
                                       -----------------------     
                                        Sean F. Moran
                                        Chief Financial Officer

<PAGE>
 
                                 EXHIBIT 10.1
                               J. MELVILLE ENGLE
                                     LOAN


Principal Amount:      $75,000

Repayment Terms:       Unsecured $75,000 loan for the purchase of primary
                       residence.  Entire amount due in balloon payment upon the
                       earlier of termination of employment or five years from
                       loan issuance on April 1, 1997.

Interest:              Accrues at 6%, payable monthly over term of loan.

<PAGE>
 
                                  EXHIBIT 11
                           ANIKA THERAPEUTICS, INC.
          COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE

<TABLE> 
<CAPTION> 

                                               FOR THE THREE MONTHS ENDED
                                                          MARCH 31, 
                                                     1997         1996
                                               -------------------------- 
<S>                                            <C>            <C>     
PRIMARY:
- -------

Net income (loss):                                $  216,369   ($725,659)

Weighted average number of common 
  shares outstanding                               4,989,521   3,787,240

Dilutive effect of:
          Outstanding stock options                  664,560           -  
          Warrants for redeemable convertible
           preferred stock                           361,008           -  
          Warrants for common stock                   69,022           -  
                                                  ---------------------- 
Weighted average number of common 
  shares as adjusted                               6,084,111   3,787,240
                                                  ----------------------  

Primary earnings (loss) per share                      $0.04      ($0.19)
                                                  ======================  

FULLY DILUTED:
- -------------
Net income (loss):                                  $216,369   ($725,659)

Weighted average number of common 
  shares outstanding                               4,989,521   3,787,240

Dilutive effect of:
          Redeemable convertible preferred stock   1,262,590           -
          Outstanding stock options                  744,225           -  
          Warrants for redeemable convertible
           preferred stock                           379,790           -  
          Warrants for common stock                   79,396           -  
                                                  ----------------------
Weighted average number of common 
  shares as adjusted                               7,455,522   3,787,240
                                                  ----------------------  
Fully diluted earnings (loss) per share                $0.03      ($0.19)
                                                  ====================== 
                                                     

</TABLE> 

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       2,591,866
<SECURITIES>                                         0
<RECEIVABLES>                                  709,443
<ALLOWANCES>                                         0
<INVENTORY>                                  2,476,566
<CURRENT-ASSETS>                             6,215,143
<PP&E>                                       3,889,999
<DEPRECIATION>                               3,124,284
<TOTAL-ASSETS>                               7,055,858
<CURRENT-LIABILITIES>                        1,495,511
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