Clene Inc美股招股说明书(2026-05-05版)

1,000,000Shares of Common Stock We are offering1,000,000shares of our common stock, par value $0.0001 per share, at an offering price of $7.00per share, pursuant to this prospectus supplement, theaccompanying base prospectusand an underwriting agreement, datedMay 5, 2026(the“Underwriting Agreement”). You should read this prospectus supplement, the accompanying base prospectus, and any additional prospectus supplement or amendment carefully before you invest in oursecurities. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol“CLNN.”On May 4, 2026, the last reported sale price of our common stock onNasdaq was $8.09. Investing in our securities involves a high degree of risk. See“Risk Factors”section beginning on pageS-9 and in the documents incorporated by reference herein. 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 reduced public companyreporting 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 supplement is truthful orcomplete. Any representation to the contrary is a criminal offense. Per ShareTotalPublic offering price$7.00$7,000,000Underwriting discounts and commissions(1)$0.46$455,000Proceeds to Clene Inc., before expenses$6.55$6,545,000 (1)We have also agreed that a portion of the underwriting discounts and commissions may be paid to Maxim Group LLC and D. Boral Capital LLC. See “Underwriting”beginning on pageS-17of this prospectus supplement for additional information regarding total underwriter compensation. Delivery of the shares of common stock is expected to be made on or about May 6, 2026. Sole Bookrunning Manager Canaccord Genuity The date of this prospectus supplement is May 5, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-2MARKET AND INDUSTRY DATAS-4PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-8RISK FACTORSS-9USE OF PROCEEDSS-14DESCRIPTION OF SECURITIESS-15DILUTIONS-16UNDERWRITINGS-17LEGAL MATTERSS-21EXPERTSS-21WHERE YOU CAN FIND MORE INFORMATIONS-21INFORMATION INCORPORATED BY REFERENCES-22 PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2MARKET AND INDUSTRY DATA4PROSPECTUS SUMMARY5RISK FACTORS9USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF WARRANTS22DESCRIPTION OF UNITS23PLAN OF DISTRIBUTION24LEGAL MATTERS26EXPERTS26WHERE YOU CAN FIND MORE INFORMATION26INFORMATION INCORPORATED BY REFERENCE27i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement 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. By using a shelf registration statement, we may offer and sell securities having an aggregate offering price of up to $160,000,000from time to time under the Registration Statement at prices and on terms to be determined by market conditions at the time of offering. This prospectus supplement provides you with a description of the offering. You should read this prospectus supplement together with the additional information to which werefer you in the section of this prospectus supplement titled “Where You Can Find More Information,” and together with the information incorporated by reference as described inthe section of this prospectus supplement titled “Information Incorporated By Reference.” We provide information to you about this offering in two separate documents that are bound together: (i) this prospectus supplement, which describes the specific detailsregarding this offering; and (ii) the accompanying base prospectus, which provides general information, some of which may not apply to this offering. Generally, when we refer tothis “prospectus,” we are referring to both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, you shouldrely on this prospectus supplement. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in any documentincorporated by reference in this prospectus supplement, you should rely on the information in this prospectus supplement. If any statement in one of these documents isinconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus supplement—the statement in thedocument having the later date modifies or supersedes the earlier statement. You should rely only on the information incorporated by reference or set forth in this prospectus supplement. We have not, and the underwriterhas not,authorized anyone toprovide you with any information or to make any representations other t