Clene Inc. (CLNN) director buys stock, Series A and B warrants in unit deal

Rhea-AI Filing Summary

Clene Inc. director David J. Matlin reported buying units of Clene stock and warrants in a private transaction that closed on January 13, 2026. He purchased 33,333 shares of common stock at a unit price of $6.50, with each unit including one share plus a Series A and a Series B warrant. Following this purchase, he held 477,824 common shares directly.

Matlin also acquired Series A warrants for 40,000 shares and Series B warrants for 93,333 shares, each initially exercisable at $6.00 per share. The Series A warrant exercise price can increase to $7.00 per share based on FDA action-date announcements or if the stock’s volume-weighted average price reaches $10.00 on a specified date. The Series B warrant exercise price can increase to $12.50 or $10.00 per share depending on FDA approval of CNM-Au8 in ALS and future volume-weighted average price thresholds.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MATLIN DAVID J

(Last) (First) (Middle)

6550 SOUTH MILLROCK DRIVE

SUITE G50

(Street)

SALT LAKE CITY UT 84121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clene Inc. [ CLNN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	01/13/2026(1)		P		33,333	A	$6.5(2)	477,824	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	$6(3)	01/13/2026		A		40,000(4)		01/13/2026	01/13/2029	common stock	(4)	(2)	40,000	D
Warrant (right to buy)	$6(5)	01/13/2026		A		93,333(6)		01/13/2026	01/13/2031	common stock	(6)	(2)	93,333	D

Explanation of Responses:

1. The reporting person entered into a Securities Purchase Agreement with Clene Inc. and the other parties thereto, dated January 8, 2026, for the purchase of 33,333 shares of the Company's common stock, Series A Warrants to purchase 40,000 shares of the Company's common stock and Series B Warrants to purchase 93,333 shares of the Company's common stock, closing effective January 13, 2026.

2. The price of each Unit is $6.50 consisting of one share of Common Stock of Clene, one Series A Warrant and one Series B Warrant.

3. The exercise price of each Series A Warrant will increase from $6.00 to $7.00 per share if either: (a) the warrant is exercised prior to the Company's public announcement of the U.S. Food and Drug Administration's (the "FDA") posted action date under the Prescription Drug User Fee Act for the Company's new drug application ("NDA") for CNM-Au8 (the "Series A Trigger Announcement "); or (b) the volume-weighted average price (the "VWAP") of the Company's common stock equals or exceeds $10.00 on the measurement date associated with the Series A Trigger Announcement.

4. The reporting person will be entitled to purchase its pro rata share of the number of shares of common stock determined by dividing $6,684,000 by the applicable exercise price.

5. The exercise price for each Series B Warrant will increase from $6.00 to $12.50 per share if: (i) the Series B Warrant is exercised prior to the Company's public announcement of its receipt of written approval from the FDA of its NDA for CNM-Au8 in ALS or (ii) the VWAP of the Company's common stock is equal to or greater than $25.00 on the associated measurement date. The exercise price of the Series B Warrant will increase to $10.00 per share if the VWAP of the Company's common stock is equal to or greater than $20.00 on the associated measurement date.

6. The reporting person will be entitled to purchase its pro rata share of the number of shares of common stock determined by dividing $15,596,000 by the applicable exercise price.

	/s/ Jerome T. Miraglia POA	01/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Clene Inc. (CLNN) report in this Form 4?

Clene Inc. reported that director David J. Matlin bought units consisting of 33,333 shares of common stock plus accompanying Series A and Series B warrants in a transaction that closed on January 13, 2026.

How many Clene Inc. shares did David J. Matlin own after the reported transaction?

After the transaction, David J. Matlin beneficially owned 477,824 shares of Clene Inc. common stock held directly, in addition to the newly acquired warrants.

What was the purchase price for the Clene Inc. units bought by the director?

Each unit Matlin purchased was priced at $6.50 and consisted of one share of Clene common stock, one Series A warrant, and one Series B warrant.

How many Clene Inc. warrants did the director receive and at what initial exercise price?

Matlin received Series A warrants to purchase 40,000 shares and Series B warrants to purchase 93,333 shares of Clene common stock, each initially exercisable at $6.00 per share.

Under what conditions can the Series A warrant exercise price for Clene Inc. increase?

The Series A warrant exercise price can increase from $6.00 to $7.00 per share if it is exercised before Clene publicly announces the FDA’s posted action date for the CNM-Au8 NDA, or if the stock’s volume-weighted average price equals or exceeds $10.00 on the measurement date tied to that announcement.

How can the Series B warrant exercise price on Clene Inc. shares change?

The Series B warrant exercise price can increase from $6.00 to $12.50 per share if exercised before Clene announces written FDA approval of its CNM-Au8 NDA in ALS, or if the stock’s volume-weighted average price is at least $25.00 on the measurement date. It can alternatively increase to $10.00 per share if the volume-weighted average price is at least $20.00 on the associated measurement date.

What do the pro rata purchase rights in the Clene Inc. warrants represent?

The footnotes state that the reporting person may purchase a pro rata share of common stock equal to $6,684,000 divided by the applicable exercise price for the Series A warrants, and $15,596,000 divided by the applicable exercise price for the Series B warrants.