false 0001822791 0001822791 2025-05-21 2025-05-21 0001822791 clnn:CommonStock00001ParValueCustomMember 2025-05-21 2025-05-21 0001822791 clnn:WarrantsToAcquireOnefortiethOfOneShareOfCommonStockFor23000PerShareCustomMember 2025-05-21 2025-05-21

(Exact name of registrant as specified in its charter)

 

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(Former name or former address, if changed since last report.)

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 May 22, 2025, the stockholders of Clene Inc. (the “Company”) voted at the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to approve the Clene Inc. Amended 2020 Stock Plan (the “Plan”) to increase the number of shares of common stock, par value $0.0001 per share (“Common Stock”) reserved for issuance thereunder by 800,000 shares. The Company’s Board of Directors (the “Board”) previously approved the Plan, subject to stockholder approval at the Annual Meeting. The Plan became effective at the time of stockholder approval.

 

The material terms of the Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2025, under the heading “Proposal No. 4 – Approval of an Amendment to our Amended 2020 Stock Plan to Increase the Number of Shares of Common Stock Reserved for Issuance” which is incorporated herein by reference. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On May 21, 2025, the Board reviewed and approved an amendment (the “Amendment”) to the Company’s Board of Directors Compensation Program for nonemployee directors (the “Program”). The purpose of the Amendment is to adjust the Program to reflect the Company’s 1-for-20 reverse stock split effected as of July 11, 2024. The Program provides for (i) an annual equity grant of stock options exercisable for 30,000 shares of Common Stock, which has been adjusted to 1,500 shares pursuant to the Amendment, and (ii) an initial equity grant of stock options exercisable for 45,000 shares of Common Stock, which has been adjusted to 2,250 shares pursuant to the Amendment. The other terms of the Program as disclosed in a Current Report on Form 8-K filed with the SEC on April 22, 2021, remain in full force and effect.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

 

 

The Annual Meeting of the Company was held on May 22, 2025. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below.

 

 

 

 

 

 

 

 

 

 

 

(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.