[8-K] Clene Inc. Reports Material Event

Rhea-AI Filing Summary

Clene Inc. has an ongoing equity distribution agreement with Canaccord Genuity LLC dated April 28, 2025, authorizing offers and sales of up to $25,000,000 of common stock. Through this program the company previously sold common stock totaling approximately $3,706,213. On September 5, 2025 Clene filed a prospectus supplement adding $6,280,000 of additional shares available for sale under the agreement. The legal opinion from Holland & Knight LLP regarding the validity of the shares is filed as Exhibit 5.1 and is incorporated by reference.

Positive

• Equity distribution agreement in place with Canaccord Genuity LLC enabling access to capital up to $25,000,000
• $3,706,213 of common stock already sold under the agreement, showing use of the program
• Prospectus supplement filed on September 5, 2025 adding $6,280,000 of additional shares available
• Legal opinion from Holland & Knight LLP filed as Exhibit 5.1 confirming validity of shares

Negative

• Use of the program will increase outstanding shares, which may dilute existing shareholders when sales occur
• Prospectus supplement increases available issuance by $6,280,000, expanding potential dilution capacity

Insights

Financial Analyst

TL;DR The company has an active at-the-market offering program that can raise up to $25M; recent filings add $6.28M available.

Clene's equity distribution agreement with Canaccord provides a flexible capital-raising mechanism. The company has already realized roughly $3.7M of proceeds under the program, and the prospectus supplement filed September 5, 2025 expands the capacity by $6.28M. For investors this means Clene can issue shares incrementally rather than all at once, which can help fund operations or milestones without a single large offering. The inclusion of a legal opinion as Exhibit 5.1 confirms counsel's validation of the shares being offered.

Corporate Governance Expert

TL;DR Board-approved ATM provides financing flexibility but will increase outstanding shares when used.

The equity distribution agreement is a governance-level authorization enabling management to sell common stock through a placement agent. The recent prospectus supplement is an administrative step expanding the share capacity available under that program by $6.28M. Stakeholders should note that any future sales under this program will increase the company’s outstanding common shares; the filing documents the mechanism and confirms legal counsel's opinion on share validity.

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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): September 5, 2025

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-fortieth of one share of Common Stock for $230.00 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 8.01 Other Events.

On April 28, 2025, Clene Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC as placement agent (the “Placement Agent”) to offer and sell shares of its common stock, par value $0.0001 per share (“Common Stock”), having an aggregate offering price of up to $25,000,000 from time to time through the Placement Agent. Prior to the date hereof, the Company sold shares of common stock having an aggregate sales price of approximately $3,706,213 under the Equity Distribution Agreement. On September 5, 2025, the Company filed a prospectus supplement under the Equity Distribution Agreement for an aggregate of $6,280,000 of additional shares of Common Stock. A copy of the legal opinion of Holland & Knight LLP, relating to the validity of the shares in connection with the Equity Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
5.1		Opinion of Holland & Knight LLP.
23.1		Consent of Holland & Knight LLP (contained in Exhibit 5.1).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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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: September 5, 2025	By:	/s/ Robert Etherington
		Robert Etherington
		President and Chief Executive Officer

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FAQ

What is the size of the equity distribution agreement for Clene Inc. (CLNN)?

The equity distribution agreement authorizes offers and sales of common stock with an aggregate offering price of up to $25,000,000.

How much has Clene sold to date under the agreement?

Prior to the prospectus supplement, Clene sold common stock totaling approximately $3,706,213 under the Equity Distribution Agreement.

What did the September 5, 2025 filing add to the offering?

On September 5, 2025 the company filed a prospectus supplement adding $6,280,000 of additional shares available for sale under the agreement.

Who is the placement agent for the offering?

Canaccord Genuity LLC is identified as the placement agent for the equity distribution agreement.

Is there legal counsel opinion included with the filing?

Yes, a legal opinion from Holland & Knight LLP relating to the validity of the shares is filed as Exhibit 5.1 and incorporated by reference.

Will sales under this program affect share count?

Yes, sales of common stock under the equity distribution agreement will increase the company’s outstanding shares as additional shares are issued.