Clene (NASDAQ: CLNN) extends convertible note maturity and adds 1M plan shares

Rhea-AI Filing Summary

Clene Inc. amended its senior secured convertible promissory notes with AE Capital Limited, A Global Chorus Foundation, and Glenn and Shelina Way. The maturity date was extended to the earlier of August 13, 2027 or a change in control, and monthly principal and interest payments of $150,000 that were set to begin on September 13, 2026 will instead be paid in full at maturity.

Stockholders approved the Clene Inc. Amended 2020 Stock Plan, increasing the shares of common stock reserved for issuance by 1,000,000. At the May 21, 2026 annual meeting, they also elected three directors and approved the remaining proposals by wide margins, with one item receiving 7,737,513 votes in favor.

Insights

Capital structure and governance analyst

Clene pushes out note repayments and expands equity incentives.

Clene extended the maturity of its senior secured convertible notes to the earlier of August 13, 2027 or a change in control and deferred scheduled $150,000 monthly principal and interest payments. This consolidates repayment into a single balloon at maturity, affecting near-term cash obligations.

Shareholders approved an additional 1,000,000 common shares under the Amended 2020 Stock Plan, increasing capacity for stock-based compensation. Annual meeting vote totals show strong support for directors and proposals, indicating broad backing for current leadership and compensation structures based on the disclosed results.

8-K Event Classification

4 items: 1.01, 5.02, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Monthly payments deferred: $150,000 per month Note maturity date: August 13, 2027 Additional plan shares: 1,000,000 shares +3 more

6 metrics

Monthly payments deferred $150,000 per month Aggregate principal and accrued interest previously due from September 13, 2026

Note maturity date August 13, 2027 Extended maturity or earlier change in control

Additional plan shares 1,000,000 shares Increase in common stock reserved under Amended 2020 Stock Plan

High-support proposal votes for 7,737,513 votes One annual meeting proposal vote in favor

Plan proposal votes for 4,204,336 votes Votes for stock plan-related proposal

Director vote example 3,904,259 for Votes for director Robert Etherington

Key Terms

senior secured convertible promissory notes, change in control, Amended 2020 Stock Plan, broker non-votes, +1 more

5 terms

senior secured convertible promissory notes financial

"entered into an amendment to the senior secured convertible promissory notes"

change in control financial

"earlier of August 13, 2027 or a change in control as defined in the Amendment"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Amended 2020 Stock Plan financial

"approve the Clene Inc. Amended 2020 Stock Plan to increase the number of shares"

broker non-votes financial

"For, Against, Abstained, Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

false 0001822791 0001822791 2026-05-18 2026-05-18

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): May 18, 2026

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

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 1.01 Entry into a Material Definitive Agreement.

First Amendment to August 2025 Senior Secured Convertible Promissory Notes

On May 18, 2026, Clene Inc. (the “Company”) entered into an amendment (the “Amendment”) to the senior secured convertible promissory notes (the “Notes”) with AE Capital Limited, A Global Chorus Foundation and Glenn and Shelina Way. The Notes were issued on August 13, 2025. Pursuant to the Amendment, (i) the maturity date was extended to the earlier of (A) August 13, 2027 or (B) a change in control as defined in the Amendment (the “Maturity Date”); and (ii) monthly aggregate principal and accrued interest payments of $150,000 per month, which were scheduled to commence on September 13, 2026, were deferred, with the full balance of principal and accrued interest due on the Maturity Date.

The other material terms of the Notes remain effective as described in the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2025.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended 2020 Stock Plan

On May 21, 2026, the stockholders of the Company voted at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to approve the Clene Inc. Amended 2020 Stock Plan (the “Plan”) to increase the number of shares of common stock, par value $0.0001 per share (“Common Stock”) reserved for issuance thereunder by 1,000,000 shares. The Company’s Board of Directors (the “Board”) previously approved the Plan, subject to stockholder approval at the Annual Meeting. The Plan became effective at the time of stockholder approval.

The material terms of the Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026, under the heading “Proposal No. 4 – Approval of an Amendment to our Amended 2020 Stock Plan to Increase the Number of Shares of Common Stock Reserved for Issuance” which is incorporated herein by reference. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 21, 2026. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below.

1. The following nominees were elected to serve as Class III directors until the expiration of their three-year term at the annual meeting of stockholders in 2029, or until their successors are duly elected and qualified, based upon the following votes:

		For		Withheld		Broker Non-Votes
Robert Etherington		3,904,259		791,450		3,057,461
Shalom Jacobovitz		3,711,448		984,261		3,057,461
Alison H. Mosca		3,675,073		1,020,636		3,057,461

2. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified based upon the following votes:

For		Against		Abstained
7,737,513		11,372		4,285

1

3. The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, based upon the following votes:

For		Against		Abstained		Broker Non-Votes
3,973,504		660,734		61,471		3,057,461

4. An amendment to the Clene Inc. Amended 2020 Stock Plan was approved, thus increasing the number of shares of Common Stock reserved for issuance thereunder by 1,000,000 shares, based upon the following votes:

For		Against		Abstained		Broker Non-Votes
4,204,336		475,626		15,747		3,057,461

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Form of Amended & Restated Senior Secured Convertible Promissory Note.
10.2		Clene Inc. Amended 2020 Stock Plan.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

2

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: May 22, 2026	By:	/s/ Robert Etherington
		Robert Etherington
		President and Chief Executive Officer

3

FAQ

What debt change did Clene Inc. (CLNN) disclose in this 8-K?

Clene amended its senior secured convertible promissory notes, extending maturity to the earlier of August 13, 2027 or a change in control. It also deferred monthly principal and interest payments of $150,000, with the full balance now due at the new maturity date.

How did the amendment affect Clene Inc.’s (CLNN) repayment schedule?

Previously scheduled monthly aggregate principal and accrued interest payments of $150,000, set to start on September 13, 2026, were deferred. Under the amendment, the entire remaining principal and accrued interest will be paid in a single amount on the extended maturity date, if no earlier change in control occurs.

What change was approved to Clene Inc.’s (CLNN) Amended 2020 Stock Plan?

Stockholders approved the Clene Inc. Amended 2020 Stock Plan, increasing the number of common shares reserved for issuance by 1,000,000. This larger share pool supports future equity-based compensation and incentives for employees, directors, and other eligible participants under the plan.

What happened at Clene Inc.’s (CLNN) 2026 Annual Meeting of Stockholders?

At the May 21, 2026 annual meeting, stockholders elected three directors and approved all four proposals presented. One proposal received 7,737,513 votes for, 11,372 against, and 4,285 abstentions, demonstrating strong overall support for the agenda items described.

How strong was shareholder support for Clene Inc. (CLNN) director elections?

Support for directors was high. For example, Robert Etherington received 3,904,259 votes for and 791,450 withheld, while Shalom Jacobovitz and Alison H. Mosca each received more than 3.6 million votes for, with significant broker non-votes reported across director elections.

How did shareholders vote on the stock plan proposal at Clene Inc. (CLNN)?

The proposal related to the Amended 2020 Stock Plan received 4,204,336 votes for, 475,626 against, 15,747 abstentions, and 3,057,461 broker non-votes. These results show clear majority approval for increasing the reserved common shares under the plan.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 48.0 KB
• EX-10.2 EXHIBIT 10.2 54.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB