Clene Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Clene filed an 8-K detailing a material agreement and equity sales.

AI Summary

On September 30, 2024, Clene Inc. entered into a material definitive agreement, likely related to its operations. The company also reported on unregistered sales of equity securities and other events. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on Clene Inc.'s financial activities and strategic agreements, which could impact its stock performance and future business direction.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can indicate significant corporate actions that may carry inherent risks.

Key Players & Entities

• Clene Inc. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• 6550 South Millrock Drive, Suite G50 (location) — Business and mailing address
• Salt Lake City, Utah (location) — City and State of business address
• 84121 (location) — ZIP code of business address
• Chelsea Worldwide Inc. (company) — Former company name
• 20200827 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value CLNN The Nasdaq Capital M
• $230.00 — rtieth of one share of Common Stock for $230.00 per share CLNNW The Nasdaq Capital
• $4.713 — tered Shares"), at an offering price of $4.713 per share, and (ii) pre-funded warrants
• $4.713 m — nded Warrants") at an offering price of $4.713 minus $0.001 per Registered Pre-Funded Wa
• $0.001 — ") at an offering price of $4.713 minus $0.001 per Registered Pre-Funded Warrant. The
• $0.125 — o the Accredited Investor at a price of $0.125 per Restricted Warrant. The Restricted
• $4.82 — cted Warrants have an exercise price of $4.82 per share of common stock, are exercisa
• $4.75 — 122,819 Restricted Shares at a price of $4.75 per share, which is equal to the consol
• $3.5 m — ffering is expected to be approximately $3.5 million, before deducting the Placement A
• $3.8 million — cements is expected to be approximately $3.8 million. The Company currently intends to use t
• $75,000 — ees and expenses of legal counsel up to $75,000. Pursuant to the Placement Agent Agree

Filing Documents

• clnn20240928_8k.htm (8-K) — 51KB
• ex_728252.htm (EX-4.1) — 90KB
• ex_728253.htm (EX-4.2) — 90KB
• ex_728254.htm (EX-4.3) — 96KB
• ex_728255.htm (EX-5.1) — 13KB
• ex_728257.htm (EX-10.1) — 225KB
• ex_728258.htm (EX-10.2) — 113KB
• ex_728304.htm (EX-10.3) — 107KB
• ex_728256.htm (EX-10.4) — 137KB
• ex_728260.htm (EX-99.1) — 18KB
• hklogo40.jpg (GRAPHIC) — 10KB
• 0001437749-24-030263.txt ( ) — 1317KB
• clnn-20240930.xsd (EX-101.SCH) — 4KB
• clnn-20240930_def.xml (EX-101.DEF) — 13KB
• clnn-20240930_lab.xml (EX-101.LAB) — 17KB
• clnn-20240930_pre.xml (EX-101.PRE) — 13KB
• clnn20240928_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreements On September 30, 2024, Clene Inc. (the "Company") entered into a securities purchase agreement (the "RD Purchase Agreement") with an accredited and institutional investor (the "Accredited Investor") for the sale of (i) 725,000 shares of our common stock, par value $0.0001 per share (the "Registered Shares"), at an offering price of $4.713 per share, and (ii) pre-funded warrants to purchase up to 17,626 shares of our common stock (the "Registered Pre-Funded Warrants") at an offering price of $4.713 minus $0.001 per Registered Pre-Funded Warrant. The Registered Pre-Funded Warrants have an exercise price of $0.001 per share of common stock and are exercisable immediately upon issuance. The offering also relates to the shares of common stock issuable upon the exercise of the Registered Pre-Funded Warrants (the "Registered Pre-Funded Warrant Shares"). Pursuant to the RD Purchase Agreement, in a concurrent private placement, we are also selling unregistered warrants to purchase up to 742,626 shares of our common stock (the "Restricted Warrants") to the Accredited Investor at a price of $0.125 per Restricted Warrant. The Restricted Warrants have an exercise price of $4.82 per share of common stock, are exercisable immediately upon issuance and expire five (5) years from the issuance date. The Restricted Warrants are being issued separately from the shares of common stock sold in the offering but can only be purchased together with the shares of common stock sold in the offering. Additionally, in a separate concurrent private placement priced at market under Nasdaq rules, the Company entered into securities purchase agreements (the "Private Purchase Agreements") with certain of our existing stockholders (the "Current Investors"), which collectively provide for the sale of (i) 257,111 shares of our common stock (the "Restricted Shares") at a price of $4.713 per share, (ii) pre-funded wa

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 of this Current Report on Form 8-K. The Restricted Shares being sold to the Current Investors and Affiliate Investors, the Restricted Pre-Funded Warrants being sold to the Current Investors, and the Restricted Warrants being sold to the Accredited Investors, Current Investors and Affiliate Investors, along with the Restricted Pre-Funded Warrant Shares and Restricted Warrant Shares, will be issued in reliance on the exemptions provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. Accordingly, the purchasers may only resell the Restricted Shares, Restricted Pre-Funded Warrants and Restricted Warrants, along with the Restricted Pre-Funded Warrant Shares and Restricted Warrant Shares, pursuant to an effective registration statement under the Securities Act covering the resale of those shares, an exemption under Rule 144 under the Securities Act or another applicable exemption under the Securities Act and any applicable state securities laws.

01 Other Events

Item 8.01 Other Events. On September 30, 2024, the Company issued a press release announcing the offering and concurrent private placements. 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 8.01, 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, 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 4.1 Form of Registered Pre-Funded Warrant. 4.2 Form of Restricted Pre-Funded Warrant. 4.3 Form of Restricted Warrant. 5.1 Opinion of Holland & Knight LLP. 10.1 Form of Registered Securities Purchase Agreement, dated September 30, 2024. 10.2 Form of Private Securities Purchase Agreement, dated September 30, 2024. 10.3 Form of Affiliate Securities Purchase Agreement, dated September 30, 2024. 10.4 Placement Agency Agreement, dated September 30, 2024, by and between Clene Inc. and Canaccord Genuity LLC. 23.1 Consent of Holland & Knight LLP (contained in Exhibit 5.1). 99.1 Press release, dated September 30, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL). 3

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: September 30, 2024 By: /s/ Robert Etherington Robert Etherington President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR