Clene Inc. Amendment No. 4 to a Schedule 13G/A reports that Alison Mosca beneficially owns 1,831,990 shares of Common Stock, representing 13.0% of the class based on the Issuer's Quarterly Report on Form 10-Q filed May 14, 2026. The filing itemizes holdings across direct holdings and affiliated entities and discloses options to purchase 57,955 shares, warrants to purchase 350,801 shares, and 917,431 shares subject to conversion from a promissory note. The promissory note contains a provision "limiting the Reporting Person's ability to convert certain amounts into common shares to the extent such conversion, together with the exercise of any warrants held by the Reporting Person, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market."
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Insights
13.0% position disclosed, combining direct holdings, managed entities, options, warrants, and a convertible note.
The filing shows a 1,831,990-share beneficial ownership position equal to 13.0% of the outstanding common stock as reported in the issuer's Form 10-Q filed May 14, 2026. The position is a mix of direct shares and interests through affiliated entities.
The disclosure and the stated conversion limitation tied to Nasdaq stockholder approval are governance-relevant; subsequent filings would clarify any exercises or conversions and whether stockholder approval becomes necessary.
Schedule 13G/A amendment documents beneficial ownership and specific conversion/approval constraints tied to a promissory note.
The report identifies options (57,955), warrants (350,801), and 917,431 shares issuable on conversion of a promissory note as components of the stated beneficial ownership. It also cites Rule 13d-3 in attributing holdings of affiliated entities.
The promissory note's proviso quoting "would require stockholder approval under the rules or regulations of the Nasdaq Stock Market" is an explicit qualifier that could limit convertibility absent approval; cash‑flow treatment and any timing are not stated here.
Key Figures
Beneficial ownership:1,831,990 sharesPercent of class:13.0%Options:57,955 shares+3 more
"Includes the following: 1,973 shares of Common Stock held directly"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
promissory note conversion limitationfinancial
"The convertible note includes a provision limiting the Reporting Person's ability to convert certain amounts"
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3 of the Act, Ms. Mosca may be deemed to beneficially own"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
warrantsfinancial
"Shared Voting and Dispositive Power includes warrants to purchase 350,801 shares"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Clene Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
185634201
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
185634201
1
Names of Reporting Persons
Alison Mosca
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
59,928.00
6
Shared Voting Power
1,772,062.00
7
Sole Dispositive Power
59,928.00
8
Shared Dispositive Power
1,772,062.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,831,990.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
13.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Sole Voting and Dispositive Power includes options to purchase 57,955 shares of common stock; Shared Voting and Dispositive Power includes warrants to purchase 350,801 shares of common stock and 917,431 shares subject to conversion from a promissory note. The convertible note includes a provision limiting the Reporting Person's ability to convert certain amounts into common shares to the extent such conversion, together with the exercise of any warrants held by the Reporting Person, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Clene Inc.
(b)
Address of issuer's principal executive offices:
6550 South Millrock Drive, Suite G50, Salt Lake City, UT 84121
Item 2.
(a)
Name of person filing:
Alison Mosca
(b)
Address or principal business office or, if none, residence:
c/o Kensington Capital Holdings, LLC, 26 Patriot Place, Suite 301, Foxboro, MA 02035
(c)
Citizenship:
United States of America
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
185634201
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,831,990 (Includes the following: 1,973 shares of Common Stock held directly, 280,500 shares of Common Stock held by Kensington Clene 2021, LLC, for which Ms. Mosca is the sole manager of and owns a minority interest, 72,997 shares of Common Stock held by the Robert C. Gay 1998 Family Trust (the "Family Trust"), for which Ms. Mosca serves as trustee, and 150,333 shares of Common Stock held by Kensington Investments, L.P., for which Ms. Mosca serves as the chief executive officer. By reason of the provisions of Rule 13d-3 of the Act, Ms. Mosca may be deemed to beneficially own the shares beneficially owned by Kensington Clene 2021, LLC, the Family Trust, and Kensington Investments, L.P. Ms. Mosca disclaims beneficial ownership of the securities held in Kensington Clene 2021, LLC, the Family Trust, Kensington Clene 2024, LLC, and Kensington Investments, L.P. except to her pecuniary interest therein and this report shall not be deemed as an admission of beneficial ownership of the reported securities. Also includes options to purchase 57,955 shares of common stock, warrants to purchase 350,801 shares of common stock, and 917,431 shares subject to conversion from a promissory note issued by Kensington Clene 2024, LLC, for which Ms. Mosca is the sole manager of and owns a minority interest. The convertible note includes a provision limiting the Reporting Person's ability to convert certain amounts into common shares to the extent such conversion, together with the exercise of any warrants held by the Reporting Person, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market. Kensington Clene 2021, LLC had been incorrectly referred to in the original Schedule 13G for Ms. Mosca as Kensington Clene, LLC; there is no such legal entity.
(b)
Percent of class:
13.0% (based on 12,778,307 shares of Common Stock outstanding as represented in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2026.)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
59,928 (Includes 1,973 shares held directly and options to purchase 57,955 shares of common stock.)
(ii) Shared power to vote or to direct the vote:
1,772,062 (Includes 280,500 shares of Common Stock held by Kensington Clene, LLC 2021, 72,997 shares of Common Stock held by the Family Trust, 150,333 shares of Common Stock held by Kensington Investments, L.P., warrants to purchase 350,801 shares of Common Stock, and 917,431 shares subject to conversion from a promissory note.)
(iii) Sole power to dispose or to direct the disposition of:
59,928 (Includes 1,973 shares held directly and options to purchase 57,955 shares of common stock.)
(iv) Shared power to dispose or to direct the disposition of:
1,772,062 (Includes 280,500 shares of Common Stock held by Kensington Clene, LLC 2021, 72,997 shares of Common Stock held by the Family Trust, 150,333 shares of Common Stock held by Kensington Investments, L.P., warrants to purchase 350,801 shares of Common Stock, and 917,431 shares subject to conversion from a promissory note.)
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ms. Mosca reports beneficial ownership of 1,831,990 shares, equal to 13.0% of CLNN's common stock. This percentage is calculated using 12,778,307 shares outstanding cited from the issuer's Form 10-Q filed May 14, 2026.
How is the 1,831,990-share total composed?
The total includes 1,973 direct shares, holdings via affiliated entities, options to purchase 57,955 shares, warrants for 350,801 shares, and 917,431 shares issuable upon conversion of a promissory note.
Does the filing say Ms. Mosca will convert the note or exercise warrants now?
No conversion or exercise action is reported. The filing discloses the convertible note and warrants as components of beneficial ownership; timing and cash‑flow treatment are not stated in this excerpt.
Are there limits on converting the promissory note into shares?
Yes. The filing states the note contains a provision "limiting the Reporting Person's ability to convert certain amounts into common shares to the extent such conversion, together with the exercise of any warrants held by the Reporting Person, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market."
On what basis is the 13.0% figure calculated?
The 13.0% percent is calculated using 12,778,307 shares of Common Stock outstanding as represented in the Issuer's Quarterly Report on Form 10-Q filed May 14, 2026, per the filing.
