Clene Inc美股招股说明书(2025-09-12版)

Up to491,496Shares of Common Stock This prospectus relates to the offer and resale, from time to time by the Selling Securityholders,of up to271,902shares of our common stock, par value$0.0001per share (“common stock”) that may be issued upon the conversion of interest (the“2024 Convertible Interest”) on our senior secured convertiblepromissory notes (the“2024 SSCP Notes”) into common stock,which interest is expected to accruebetween August 2025 and the maturity date in February 2027.The 2024 SSCP Notes were previously issued in December 2024 pursuant to a note purchase agreement (the“2024 Purchase Agreement”) between us, KensingtonClene 2024 LLC (“Kensington”), 4Life Research, LLC (“4Life”) and La Scala Investments, LLC (“La Scala,” and collectively with Kensington and 4Life, the“2024Purchasers”). The 2024 Convertible Interest became convertible into common stock pursuant to an amendment to the 2024 Purchase Agreement in August2025. This prospectus also relates to the offer and resale, from time to time by the Selling Securityholders, of up to219,594shares of our common stockthat may beissued upon the conversion of senior secured convertible promissory notes (the “2025 SSCP Notes”), issued in August 2025 pursuant to a note purchase agreement(the“2025 Purchase Agreement”) between us, AE Capital Limited(“AE Capital”), A Global Chorus Foundation (“AGCF”) and Glenn and Shelina Way (collectivelywith AE Capital and AGCF, the “2025 Purchasers,” and the 2025 Purchasers collectively with the 2024 Purchasers, the“Selling Securityholders”). This prospectus also includes an indeterminable number of additional shares of common stock as may be issued to prevent dilution resulting from stock splits,stock dividends or other similar transactions. We will not receive any proceeds from the sale of shares of common stock by the Selling Securityholders pursuant to this prospectus. However, we have paid,and will continue to pay, the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposingof the common stock, associated with the sale of common stock pursuant to this prospectus. We are registering the offer and resale of the common stock described above by the Selling Securityholders to satisfy certain registration rights we have granted.Our registration of the common stock covered by this prospectus does not mean that the Selling Securityholders will offer or sellany of the common stock. TheSelling Securityholders and any of their permitted transferees may offer and sell the common stock covered by this prospectus in a number of different ways and atvarying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the common stock under thisprospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus. You should read this prospectus and any additional prospectus supplement or amendment carefully before you invest in our securities. Our common stock and public warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CLNN” and“CLNNW,” respectively. OnSeptember 10, 2025, the last reported sale price of our common stock and public warrants on Nasdaq was$6.47and$0.0296, respectively. Investing in our securities involves a high degree of risk. See “Risk Factors” section on page10of this prospectus and other risk factors contained inany applicable prospectus supplement and in the documents incorporated by reference herein and therein. We are a “smaller reporting company,” as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reducedpublic company reporting requirements and may elect to do so in future filings. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus isSeptember 12, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2MARKET AND INDUSTRY DATA4PROSPECTUS SUMMARY5THE OFFERING9RISK FACTORS10USE OF PROCEEDS11DESCRIPTION OF SECURITIES12SELLING SECURITYHOLDERS13PLAN OF DISTRIBUTION14LEGAL MATTERS18EXPERTS18WHERE YOU CAN FIND MORE INFORMATION18INFORMATION INCORPORATED BY REFERENCE19 ABOUT THIS PROSPECTUS This prospectus is part of a Registration Statement on Form S-3 (the “Registration Statement”) that we filed with the U.S. Securities and Exchange Commission(“SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders and their permitted transferees may, from time totime, offer and sell, as applicable, the common stock, including the shares of common stock issuable upon conversion of the 2024 Convertible Interest and 2025SSCP Notes, through any means as described under “Pla