Clene Inc. Announces Corporate Governance and Bylaw Changes
Ticker: CLNN · Form: 8-K · Filed: May 30, 2024 · CIK: 1822791
| Field | Detail |
|---|---|
| Company | Clene Inc. (CLNN) |
| Form Type | 8-K |
| Filed Date | May 30, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.0001, $11.50 |
| Sentiment | neutral |
Sentiment: neutral
Topics: governance, bylaws, board-changes
TL;DR
Clene Inc. is shaking up its board and bylaws, get ready for potential changes.
AI Summary
Clene Inc. announced on May 29, 2024, a series of significant corporate actions. These include the election of new directors, the appointment of certain officers, and adjustments to compensatory arrangements. Additionally, the company is amending its articles of incorporation or bylaws and has submitted matters to a vote of its security holders, indicating potential strategic shifts or governance changes.
Why It Matters
These changes in corporate governance and potential bylaw amendments could signal a shift in the company's strategic direction or operational framework, impacting future business decisions and shareholder value.
Risk Assessment
Risk Level: medium — Changes in board composition and bylaws can introduce uncertainty and signal strategic shifts that may carry inherent risks.
Key Players & Entities
- Clene Inc. (company) — Registrant
- May 29, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
FAQ
What specific changes were made to Clene Inc.'s board of directors?
The filing indicates the election of directors, but does not specify the names of the newly elected or departed directors in the provided text.
Were there any changes to Clene Inc.'s executive officers?
Yes, the filing mentions the appointment of certain officers as part of the reported events.
What is the nature of the amendments to Clene Inc.'s articles of incorporation or bylaws?
The filing states that amendments to articles of incorporation or bylaws are among the reported items, but the specific details of these amendments are not provided in this excerpt.
What matters were submitted to a vote of Clene Inc.'s security holders?
The filing lists 'Submission of Matters to a Vote of Security Holders' as an item, but the specific proposals voted upon are not detailed in this text.
When did Clene Inc. formally change its name from Chelsea Worldwide Inc.?
Clene Inc. formally changed its name from Chelsea Worldwide Inc. on August 27, 2020.
Filing Stats: 1,198 words · 5 min read · ~4 pages · Grade level 11.1 · Accepted 2024-05-30 17:16:27
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value CLNN The Nasdaq Capital M
- $11.50 — e-half of one share of Common Stock for $11.50 per share CLNNW The Nasdaq Capital
Filing Documents
- clnn20240528_8k.htm (8-K) — 52KB
- ex_680309.htm (EX-3.1) — 9KB
- ex_680310.htm (EX-10.1) — 65KB
- 0001437749-24-018759.txt ( ) — 297KB
- clnn-20240529.xsd (EX-101.SCH) — 4KB
- clnn-20240529_def.xml (EX-101.DEF) — 14KB
- clnn-20240529_lab.xml (EX-101.LAB) — 18KB
- clnn-20240529_pre.xml (EX-101.PRE) — 14KB
- clnn20240528_8k_htm.xml (XML) — 5KB
03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the Annual Meeting on May 29, 2024, the stockholders of the Company approved an amendment to the Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") of the Company to increase the number of authorized shares of Common Stock from 300,000,000 to 600,000,000. On May 30, 2024, the Company filed a Certificate of Amendment (the "Amendment") to the Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock from 300,000,000 to 600,000,000. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. The Annual Meeting of the Company was held on May 29, 2024. At the Annual Meeting, the Company's stockholders voted on the following eight proposals and cast their votes as described below. 1. The following nominees were elected to serve as Class I directors until the expiration of their three-year term at the annual meeting of stockholders in 2027, or until their successors are duly elected and qualified, based upon the following votes: For Withheld Broker Non-Votes Jonathon T. Gay 66,927,903 4,154,112 22,570,566 Vallerie V. McLaughlin, M.D. 68,294,702 2,787,313 22,570,566 Reed N. Wilcox 70,268,133 813,882 22,570,566 2. The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2024 was ratified based upon the following votes: For Against Abstained 93,039,258 347,252 266,071 3. The compensation of the Company's Named Executive Officers ("NEOs") was approved, on an advisory basis, based upon the following votes: For Against Abstained Broker Non-Votes 66,839,731 3,802,191 440,093 22,570,566 1 4. The preferred frequency of stockholder advisory votes on the compensation of the Company's NEOs was indicated, on an advisory basis, based upon the following votes: One Year Two Years Three Years Abstained 69,424,151 358,035 750,233 529,596 5. An amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company was approved, thus increasing the number of authorized shares of Common Stock to 600,000,000, based upon the following votes: For Against Abstained 81,028,447 12,355,494 268,640 6. An amendment to the Clene Inc. Amended 2020 Stock Plan was approved, thus increasing the number of shares of Common Stock reserved for issuance thereunder by 30,000,000 shares, based upon the following votes: For Against Abstained Broker Non
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 3.1* Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Clene Inc. 10.1* Clene Inc. Amended 2020 Stock Plan. 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Filed herewith. 2
SIGNATURES
SIGNATURES 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, hereunto duly authorized. CLENE INC. Date: May 30, 2024 By: /s/ Robert Etherington Robert Etherington President and Chief Executive Officer 3