Clene Inc美股招股说明书(2026-01-09版)

Clene Inc. 928,333Shares of Common StockSeries A Warrants to Purchase1,114,000 Shares of Common StockSeries BWarrants to Purchase 2,599,333Shares of Common Stock We are offering (i)928,333shares of our common stock, par value $0.0001 per share (“common stock”),(ii) warrants to purchase up to1,114,000shares of ourcommon stock (the“Series A Warrants”)and (iii)warrants to purchase up to2,599,333shares of our common stock (the“Series B Warrants,” and together with theSeriesA Warrants,the“Warrants”)directly to certain institutional investors,existing stockholders of the Company,and certain of the Company’sdirectors(collectively, the “Purchasers”) pursuant to this prospectus supplement, the accompanying base prospectus and a securities purchase agreement,datedJanuary 8, 2026(the“Securities Purchase Agreement”). The shares of common stock and Warrants will be sold inunits, with each unit consisting of one shareof common stock, one Series A Warrant, and one Series B Warrant. Each unit will be sold at a price of $6.50. The shares of common stock and the accompanyingWarrants will be issued separately but can only be purchased together in this offering. This offering also relates to the offering of the shares of common stock issuableupon exercise of the Warrants. The Warrants are immediately exercisable and have an initial exercise price equal to$6.00per share. The exercise price of the Series A Warrants will increase to$7.00per share if(i) the Series A Warrant is exercised prior to the Company’spublicannouncement oftheU.S. Food and Drug Administration’s(the “FDA”) postedaction date under the Prescription Drug User Fee Act for the Company’s new drug application (“NDA”) for CNM-Au8(the“Series ATrigger Announcement”),or(ii) thevolume weighted average price (“VWAP”) of our common stock on The Nasdaq Capital Market (“Nasdaq”)equals or exceeds $10.00 on the Series A PriceMeasurement Date, as defined below(the “Series A Trigger Event”). The “Series A Price Measurement Date” means (A) the trading day on which theSeriesATrigger Announcement is made, if such announcement is made prior to 9:00 a.m. (New York City time) on such trading day, or (B) the first trading dayimmediately following the day on which the day on which the Series ATrigger Announcement is made, if such announcement is made at or after 9:01 a.m. (NewYork City time)on a trading day or on a day that is not a trading day. The exercise price of the Series B Warrants will increase to (i)$10.00per share if the VWAP of our common stock on Nasdaq equals or exceeds$20.00 on theSeries B Price Measurement Date (the “First Series B Trigger Event”), or (ii)$12.50per share if (A) the VWAP of our common stock on Nasdaq equals or exceeds$25.00on the Series B Price Measurement Date(the“Second Series B Trigger Event”),or(B)the Series B Warrant is exercised prior totheCompany’spublicannouncement of its receipt of written approval from the FDA of its NDA for CNM-Au8 in ALS, which announcement shall be made promptlyafter receipt of such approval (the “Series B Trigger Announcement”). The “Series BPrice Measurement Date” means (A) the trading day on which theSeriesBTrigger Announcement is made, if such announcement is made prior to 9:00 a.m. (New York City time) on such trading day, or (B) the first trading dayimmediately following the day on which the day on which the Series BTrigger Announcement is made, if such announcement is made at or after 9:01 a.m. (NewYork City time)on a trading day or on a day that is not a trading day. The Series A Warrants and the Series B Warrants expire threeyears and five years from issuance, respectively, unless they are called by the Company asfollows:(i) with respect to the Series A Warrants, if on or after the first trading day immediately following the Series A Price Measurement Date, the closing price ofour common stock on Nasdaq is in-the-money (which, for the avoidance of doubt, shall mean greater than the then-effective and applicable exercise price), or(ii)with respect to the Series BWarrants, if on or after the first trading day immediately following the Series BPrice Measurement Date, the closing price of ourcommon stock on Nasdaq is in-the-money (which, for the avoidance of doubt, shall mean greater than the then-effective and applicable exercise price), thentheCompany shall have the right, for a period of seven business days (such seventh day, the “Call Date”) following such trading date, to redeem or call for cancellationall or any portion of the Warrants for which a notice of exercise has not yet been delivered for consideration equal to $0.01 per Warrant share (the “RedemptionPrice”). Any portion of the Warrants not exercised by 5:00 p.m. (Eastern time) on the Call Date shall be automatically redeemed by the Company for the RedemptionPrice and shall thereafter be null and void. Our common stock is listed on Nasdaq under the symbol“CLNN.”On January 8, 2026, the last reported sale price of our common stock on Nasdaq was $5.97. T