Clene Inc. Files 8-K on Security Holder Rights

TL;DR

Clene Inc. filed an 8-K on July 8th, 2024, detailing changes to security holder rights and corporate bylaws.

AI Summary

Clene Inc. filed an 8-K on July 9, 2024, reporting material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. The specific details of these modifications and amendments are not elaborated upon in the provided text, but the filing date indicates events occurring on July 8, 2024.

Why It Matters

This filing indicates potential changes to Clene Inc.'s corporate structure or security holder agreements, which could impact investors' rights and the company's governance.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can introduce uncertainty and potential risks for investors.

Key Numbers

• 001-39834 — SEC File Number (Clene Inc.'s SEC registration number.)
• 85-2828339 — IRS Employer Identification No. (Clene Inc.'s tax identification number.)

Key Players & Entities

• Clene Inc. (company) — Registrant
• 0001437749-24-022352 (filing_id) — Accession Number
• July 8, 2024 (date) — Date of earliest event reported
• July 9, 2024 (date) — Date of Report
• 6550 South Millrock Drive, Suite G50 (address) — Business and Mail Address
• SALT LAKE CITY, UT 84121 (address) — Business and Mail Address

FAQ

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

• clnn20240618_8k.htm (8-K) — 37KB
• ex_692896.htm (EX-3.1) — 11KB
• ex_690366.htm (EX-99.1) — 13KB
• 0001437749-24-022352.txt ( ) — 221KB
• clnn-20240708.xsd (EX-101.SCH) — 4KB
• clnn-20240708_def.xml (EX-101.DEF) — 14KB
• clnn-20240708_lab.xml (EX-101.LAB) — 18KB
• clnn-20240708_pre.xml (EX-101.PRE) — 14KB
• clnn20240618_8k_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. --12-31

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. On July 8, 2024, Clene Inc. (the "Company") filed a Certificate of Amendment (the "Certificate") to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware, to effect a 1-for-20 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), effective at 12:01 a.m. Eastern Time on July 11, 2024 (the "Effective Date"). Beginning with the opening of trading on July 11, 2024, the Company's Common Stock is expected to begin trading on the Nasdaq Capital Market ("Nasdaq") on a split-adjusted basis under a new CUSIP number 185634201. The CUSIP number for the Company's publicly traded warrants will not change. As a result of the Reverse Stock Split, each 20 shares of the Company's Common Stock issued and outstanding will be automatically combined and converted into 1 validly issued, fully paid and non-assessable share of Common Stock, without any action on the part of the holders. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders will receive, in lieu of any fractional shares, an amount in cash (without interest) equal to: (i) the number of shares of Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional shares multiplied by (ii) the closing price of the Company's Common Stock on Nasdaq on the trading day immediately preceding the Effective Date. The Reverse Stock Split will not reduce the total number of authorized shares of Common Stock or preferred stock, par value $0.0001 per share ("Preferred Stock"), or change the par values of the Company's Common Stock or Preferred Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholde

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements for purposes of the federal securities laws. These forward-looking statements include, but are not limited to, statements related to the Reverse Stock Split and the timing thereof. As a result of a number of known and unknown risks and uncertainties, the performance of the Reverse Stock Split may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause performance to differ include those relating to general market conditions as well as other risks detailed from time to time in the Company's Securities and Exchange Commission filings, including in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024. These forward-looking statements represent the Company's views only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should not be relied upon as representing the Company's views as of any subsequent date. 1

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 9, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings, except as shall be expressly set forth by specific reference in such a filing.

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. 99.1 Press release, dated July 9, 2024, announcing a 1-for-20 reverse stock split. 104 Cover Page Interactive Data File (formatted as Inline XBRL). 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: July 9, 2024 By: /s/ Robert Etherington Robert Etherington President and Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR