false 0001822791 0001822791 2025-04-28 2025-04-28 0001822791 clnn:CommonStock00001ParValueCustomMember 2025-04-28 2025-04-28 0001822791 clnn:WarrantsToAcquireOnehalfOfOneShareOfCommonStockFor1150PerShareCustomMember 2025-04-28 2025-04-28

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

On April 28, 2025, Clene Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC as placement agent (the “Placement Agent”). In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell shares of its common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $25,000,000 from time to time through the Placement Agent. Subject to terms of the Equity Distribution Agreement, the Placement Agent is not required to sell any specific number or dollar amount of Common Stock but will act as the Company’s placement agent, using commercially reasonable efforts to sell, on the Company’s behalf, all of the Common Stock requested by the Company to be sold, consistent with the Placement Agent’s normal trading and sales practices, on terms mutually agreed between the Placement Agent and the Company. The Placement Agent will be entitled to compensation under the terms of the Equity Distribution Agreement at a fixed commission rate of 3.0% of the gross proceeds from each issuance and sale of Common Stock, if any.

 

The issuance and sale of Common Stock, if any, by the Company under the Equity Distribution Agreement is being made pursuant to the Company’s registration statement on Form S-3 (file number 333-286058) (the “Registration Statement”), filed with the Securities and Exchange Commission (“SEC”) on March 24, 2025 and declared effective on April 25, 2025, and the Company’s prospectus supplement relating to the offering, which is expected to be filed with the SEC on April 28, 2025, that forms part of the Registration Statement.

 

Canaccord served as placement agent for the Company’s September 2024 offering of common stock, warrants and pre-funded warrants, for which they received customary fees and expenses.

 

A copy of the legal opinion of Holland & Knight LLP, relating to the validity of the shares in connection with the Equity Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Equity Distribution Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock, nor shall there be any offer, solicitation or sale of the Common Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

 

(d) Exhibits

 

 

 

 

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.