| 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, Utah, 84121 |
| Item 2. | |
| (a) | Name of person filing:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and
(ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; and
(iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. |
| (b) | Address or principal business office or, if none, residence:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and
(ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; and
(iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. |
| (c) | Citizenship:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and
(ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
(iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; and
(iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The address of the principal business office of the Reporting Persons is 192 Lytton Avenue, Palo Alto, CA 94301. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
185634102 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Vivo Opportunity, LLC may be deemed to beneficially own an aggregate of 1,886,469 shares of the Issuer's securities, consisting of (i) 252,294 shares of Common Stock of the Issuer, (ii) 302,752 shares of Common Stock issuable upon exercise of the Series A Warrants; (iii) 706,423 shares of Common Stock issuable upon exercise of the Series B Warrants; (iv) 312,500 shares of Common Stock issuable upon exercise of the Tranche A Warrants; and (v) 312,500 shares of Common Stock issuable upon exercise of the Tranche B Warrants. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P.
Vivo Opportunity Cayman, LLC may be deemed to beneficially own an aggregate of 127,420 shares of the Issuer's securities, consisting of (i) 25,484 shares of Common Stock of the Issuer, (ii) 30,581 shares of Common Stock issuable upon exercise of the Series A Warrants; and (iii) 71,355 shares of Common Stock issuable upon exercise of the Series B Warrants. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P.
The Series A Warrants, Series B Warrants, Tranche A Warrants and Tranche B Warrants all contain provisions preventing the warrants from being exercised if such exercise would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of all the warrants, without giving effect to the blocking provisions. |
| (b) | Percent of class:
Vivo Opportunity Fund Holdings, L.P.: 9.99%
Vivo Opportunity, LLC: 9.99%
Vivo Opportunity Cayman Fund, L.P.: 9.99%
Vivo Opportunity Cayman, LLC: 9.99% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Vivo Opportunity Fund Holdings, L.P.: 1,886,469 shares
Vivo Opportunity, LLC: 1,886,469 shares
Vivo Opportunity Cayman Fund, L.P.: 127,420 shares
Vivo Opportunity Cayman, LLC: 127,420 shares
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
Vivo Opportunity Fund Holdings, L.P.: 1,886,469 shares
Vivo Opportunity, LLC: 1,886,469 shares
Vivo Opportunity Cayman Fund, L.P.: 127,420 shares
Vivo Opportunity Cayman, LLC: 127,420 shares
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| 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
|