Clene Inc美股招股说明书(2025-10-17版)

Up to$18,880,000 Clene Inc. Common Stock This prospectus supplement supplements, modifies and supersedes, only to the extent indicated herein, certain informationcontained in our prospectus supplement dated April 28, 2025 (the “First Supplement”)as supplemented by our prospectussupplement no. 1 dated July 3, 2025 (the “Second Supplement”) and prospectus supplement no. 2 dated September 5, 2025 (the“Third Supplement,” and together with the First Supplement and Second Supplement, the “Prior Supplements”),which togetherwith the accompanying prospectus dated April 25, 2025, contained in our Registration Statement on Form S-3 (Registration No.333-286058) (the “Base Prospectus”), relating to the sale of shares of common stock, par value $0.0001 per share, of Clene Inc.,from time to time through Canaccord Genuity LLC (“Canaccord”) acting as our sales agent pursuant to the terms of the equitydistribution agreement dated April 28, 2025 (the “Equity Distribution Agreement”) by and between us and Canaccord. This prospectus supplement should be read in conjunction with, is not complete without, and may not be delivered or utilizedexcept in connection with, the Prior Supplements and the Base Prospectus, including all supplements thereto and documentsincorporated by reference therein. If there is any inconsistency between the information in the Prior Supplements, BaseProspectusand this prospectus supplement, you should rely on the information in this prospectus supplement. Any information thatis modified or superseded in the Prior Supplements or Base Prospectus shall not be deemed to constitute a part of the PriorSupplements or Base Prospectus, respectively, except as modified or superseded by this prospectus supplement. We are no longer subject to the sales limitations of General Instruction I.B.6 of Form S-3 with respect to our RegistrationStatement on Form S-3 (Registration No. 333-286058) of which the Prior Supplements, as amended by this prospectussupplement, form a part. Under the Equity Distribution Agreement we may issue and sell shares of our common stock having an aggregate gross salesprice of up to $25,000,000 from time to time through Canaccord acting as sales agent. In accordance with the terms of the EquityDistribution Agreement, we are filing this prospectus supplement to supplement and amend, as ofOctober 17, 2025, the maximumaggregate gross sales price of our common stock that may be offered, issued and sold under the Equity Distribution Agreement.Accordingly, we may offer and sell shares of our common stock having a maximum aggregate gross sales price of up to$18,880,000from time to time through Canaccord, which does not include the shares of our common stock having a maximumaggregate gross sales price of$6,119,859that were sold pursuant to the Prior Supplements to date. Sales of our common stock, if any, under this prospectus supplement may be deemed to be an “at the market offering” asdefined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Canaccord is notrequired to sell any specific number or dollar amount of securities, but will act as our sales agent and use commercially reasonableefforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading andsales practices, on mutually agreed terms between us and Canaccord. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. Canaccord will be entitled to a commission of up to 3.0% of the gross sales price per share of common stock sold under theEquity Distribution Agreement. In connection with the sale of our common stock on our behalf, Canaccord will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Canaccord will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Canaccord with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You should read this prospectus supplement, the Prior Supplements, the Base Prospectus, and any additional prospectussupplement 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 symbols “CLNN” and“CLNNW,” respectively. OnOctober 15, 2025, the last reported sale price of our common stock and public warrants on Nasdaqwas$8.89and$0.0102, respectively. Investing in our securities involves a high degree of risk. See “Risk Factors” section on page S-10 of theFirstSupplement and other risk factors contained in any applicable prospectus supplement and in the documents incorporatedby 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 electedto comply with certain r