Clene Inc. Enters New Agreement, Terminates Another

TL;DR

Clene Inc. just signed a new deal and ditched an old one, creating new debt. Big moves happening.

AI Summary

On December 17, 2024, Clene Inc. entered into a material definitive agreement and simultaneously terminated another. The company also created a direct financial obligation. Specific details regarding the nature of these agreements, the financial obligations, and the termination are not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant changes in Clene Inc.'s contractual and financial arrangements, which could impact its operations and future financial health.

Risk Assessment

Risk Level: medium — The filing indicates the creation of a direct financial obligation and the termination of a material agreement, suggesting potential financial shifts or risks for the company.

Key Players & Entities

• Clene Inc. (company) — Registrant
• December 17, 2024 (date) — Date of earliest event reported

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
• $10,000,000 — "Notes") in a principal amount totaling $10,000,000. The closing date was December 20, 2024
• $1,000,000 — Date"). Monthly principal repayments of $1,000,000 per month, made pro rata to the holders
• $5.668 — y the holder to be converted divided by $5.668. Notwithstanding the foregoing, in the
• $6,500,000 — lance converted among all Notes exceeds $6,500,000. A Change in Control means a merger or
• $7.9 million — otal repayment amount was approximately $7.9 million and included (i) the total outstanding
• $3.3 million — equal monthly principal installments of $3.3 million until September 30, 2024, when we enter
• $2.0 m — e October 2024 principal installment to $2.0 million, (ii) reduced the November 2024 a
• $0.5 million — December 2024 principal installments to $0.5 million each, and (iii) delayed the maturity da
• $5.0 million — d cash and cash equivalents of at least $5.0 million. Pursuant to an amendment in June 2023
• $16.00 — ce of the 2023 Warrant was reduced from $16.00 per share to $4.6014 per share. The fo
• $4.6014 — nt was reduced from $16.00 per share to $4.6014 per share. The foregoing description o

Filing Documents

• clnn20241217_8k.htm (8-K) — 43KB
• ex_758810.htm (EX-10.1) — 192KB
• ex_758563.htm (EX-99.1) — 14KB
• 0001437749-24-038152.txt ( ) — 452KB
• clnn-20241217.xsd (EX-101.SCH) — 4KB
• clnn-20241217_def.xml (EX-101.DEF) — 14KB
• clnn-20241217_lab.xml (EX-101.LAB) — 18KB
• clnn-20241217_pre.xml (EX-101.PRE) — 14KB
• clnn20241217_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 17, 2024 (the "Effective Date"), Clene Inc. (the "Company"), entered into a note purchase agreement (the "Note Purchase Agreement") by and among the Company, Kensington Clene 2024 LLC ("Kensington"), 4Life Research, LLC ("4Life") and La Scala Investments, LLC ("La Scala," and collectively with Kensington and 4Life, the "Purchasers"), pursuant to which the Company agreed to sell, and the Purchasers agreed to purchase, the Company's senior secured convertible promissory notes (collectively, the "Notes") in a principal amount totaling $10,000,000. The closing date was December 20, 2024 (the "Closing Date"). The Notes bear interest at a per annum rate of 12% and expire on the earlier of (i) the date that is 18 months following the Closing Date or (ii) a "Change in Control" as described below and in the Notes (the "Maturity Date"). Monthly principal repayments of $1,000,000 per month, made pro rata to the holders of the Notes, will commence on the 13-month anniversary of issuance and will continue until the Maturity Date, upon which date the remaining unpaid balance of principal together with any accrued and unpaid interest shall be due. At the sole election of the holder of a Note, up to 65% of the outstanding principal balance of a Note may be converted into the number of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), equal to the outstanding principal balance elected by the holder to be converted divided by $5.668. Notwithstanding the foregoing, in the event that the holder of a Note declines to convert its pro rata share of outstanding principal balance, the remaining holders of the Notes may convert additional amounts, provided that no outstanding principal balance converted among all Notes exceeds $6,500,000. A Change in Control means a merger or consolidation of the Company with or into any other entity in which the stockholders of the Company immediately pri

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On December 20, 2024 (the "Termination Date"), the Company repaid, in full, its obligations to Avenue under the Loan and Security Agreement, dated May 21, 2021 and amended on June 30, 2021 and August 9, 2022; and the supplement to the Loan and Security Agreement, dated May 21, 2021, and amended on February 11, 2022, June 27, 2023, and September 30, 2024 (collectively, the "Loan"). The total repayment amount was approximately $7.9 million and included (i) the total outstanding balance of principal and accrued interest, (ii) a final payment, in addition to principal and accrued interest, equal to 4.25% of the funded portion of the Loan, and (iii) an early termination fee of 1% of the balance of outstanding principal. 1 The Loan bore interest at a variable rate equal to (i) the greater of (a) the prime rate or (b) 3.25%, plus (ii) 6.60%. Payments were interest-only for the first 12 months and the interest-only period was extended for 24 months (through June 30, 2024) due to our achievement of certain clinical trial and equity financing milestones. Following the interest-only period, we made equal monthly principal installments of $3.3 million until September 30, 2024, when we entered into an amendment which (i) reduced the October 2024 principal installment to $2.0 million, (ii) reduced the November 2024 and December 2024 principal installments to $0.5 million each, and (iii) delayed the maturity date from December 1, 2024 to April 1, 2025. We were subject to covenants under the Loan, including a requirement to maintain unrestricted cash and cash equivalents of at least $5.0 million. Pursuant to an amendment in June 2023, we issued a warrant to purchase 150,000 shares of Common Stock (the "2023 Warrant") and cancelled a warrant we had previously issued. The 2023 Warrant will remain outstanding following the Termination Date. Avenue may exercise the 2023 Warrant for cash or on a net or "cashless" basis. In t

01 Other Events

Item 8.01 Other Events. On December 19, 2024, the Company issued a press release announcing the Note Purchase Agreement. A copy of the press release is furnished as Exhibit 99.4 to this Current Report 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 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 10.1* Note Purchase Agreement, dated December 17, 2024, by and among Clene Inc., Kensington Clene 2024 LLC, 4Life Research, LLC and La Scala Investments, LLC. 99.1 Press release, dated December 19, 2024, announcing Clene improves cash position and runway by securing new debt facility to pay off existing senior loan. 104 Cover Page Interactive Data File (formatted as Inline XBRL). * Schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally a copy of such omitted materials to the SEC upon request. 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: December 20, 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