clnn20240528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2024

CLENE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39834	85-2828339
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

6550 South Millrock Drive, Suite G50 Salt Lake City, Utah		84121
(Address of principal executive offices)		(Zip Code)

(801) 676-9695

(Registrant’s telephone number, including area code)

N/A

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	CLNN	The Nasdaq Capital Market
Warrants, to acquire one-half of one share of Common Stock for $11.50 per share	CLNNW	The Nasdaq Capital Market

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2024, the stockholders of Clene Inc. (the “Company”) voted at the Company’s 2024 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 30,000,000 shares. The Company’s Board of Directors 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 16, 2024, under the heading “Proposal No. 6 – 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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting on May 29, 2024, the stockholders of the Company approved an amendment to the Fourth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company to increase the number of authorized shares of Common Stock from 300,000,000 to 600,000,000. On May 30, 2024, the Company filed a Certificate of Amendment (the “Amendment”) to the Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock from 300,000,000 to 600,000,000. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 29, 2024. At the Annual Meeting, the Company’s stockholders voted on the following eight proposals and cast their votes as described below.

1.	The following nominees were elected to serve as Class I directors until the expiration of their three-year term at the annual meeting of stockholders in 2027, or until their successors are duly elected and qualified, based upon the following votes:

	For	Withheld	Broker Non-Votes
Jonathon T. Gay	66,927,903	4,154,112	22,570,566
Vallerie V. McLaughlin, M.D.	68,294,702	2,787,313	22,570,566
Reed N. Wilcox	70,268,133	813,882	22,570,566

2.	The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified based upon the following votes:

For		Against		Abstained
93,039,258		347,252		266,071

3.	The compensation of the Company’s Named Executive Officers (“NEOs”) was approved, on an advisory basis, based upon the following votes:

For		Against		Abstained		Broker Non-Votes
66,839,731		3,802,191		440,093		22,570,566

4.	The preferred frequency of stockholder advisory votes on the compensation of the Company’s NEOs was indicated, on an advisory basis, based upon the following votes:

One Year		Two Years		Three Years		Abstained
69,424,151		358,035		750,233		529,596

5.	An amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company was approved, thus increasing the number of authorized shares of Common Stock to 600,000,000, based upon the following votes:

For		Against		Abstained
81,028,447		12,355,494		268,640

6.	An amendment to the Clene Inc. Amended 2020 Stock Plan was approved, thus increasing the number of shares of Common Stock reserved for issuance thereunder by 30,000,000 shares, based upon the following votes:

For		Against		Abstained		Broker Non-Votes
65,587,834		5,280,414		213,767		22,570,566

An amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company was approved to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of the board of directors of the Company without further approval or authorization of the Company’s stockholders, based upon the following votes:

For		Against		Abstained
88,626,360		4,963,412		62,809

8.	The adjournment of the Annual Meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting was approved based upon the following votes:

For		Against		Abstained
85,839,977		7,316,949		495,655

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.
10.1*		Clene Inc. Amended 2020 Stock Plan.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

*	Filed herewith.

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