PROSPECTUS SUPPLEMENT NO. 6 (To Prospectus Dated April 19, 2021) Registration No. 333-253173 | Filed Pursuant to Rule 424(b)(3) | |
PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus Dated August 2, 2021) Registration No. 333-258098 |
Up to 29,894,305 Shares of Common Stock
This Prospectus Supplement (the “Supplement”) is being filed by Clene Inc. (the “Company”) to update and supplement the Company’s (i) prospectus, dated April 19, 2021 (“Prospectus #1”), as supplemented from time to time, which forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-253173) relating to the resale of up to 27,793,034 shares of the Company’s common stock (“Common Stock”) by the selling shareholders identified in the prospectus; and (ii) prospectus, dated August 2, 2021 (“Prospectus #2” and together with Prospectus #1, the “Prospectuses”), which forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-258098) relating to the resale of up to 2,101,271 shares of Common Stock by the selling shareholders identified in the prospectus. This Supplement should be read in conjunction with the Prospectuses, and this Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectuses, including any amendments or supplements thereto.
If there is any inconsistency between the information in the Prospectuses and this Supplement, you should rely on the information in this Supplement.
This Supplement is being filed to update the information in the Prospectuses with the information contained in the Company’s Current Report on Form 8-K (the “Current Report”) filed with the SEC on September 29, 2021. A copy of the Current Report is included below.
Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 11 of Prospectus #1 and page 8 of Prospectus #2.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Supplement (or the Prospectuses including any supplements or amendments thereto) is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is September 29, 2021.
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 28, 2021
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) |
Registrant’s telephone number, including area code: (801) 676-9695
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 (see General Instruction A.2. below):
| ☐ | 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, par value US$0.0001 per share | CLNN | The Nasdaq Stock Market LLC | ||
| Warrants, to acquire one-half of one share of Common Stock for $11.50 per share | CLNNW | The Nasdaq Stock Market LLC |
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 28, 2021 (the “Borrowing Date”), Clene Inc. and its wholly owned subsidiary, Clene Nanomedicine, Inc. (together with Clene Inc. and its other subsidiaries, the “Company”), borrowed $5.0 million (the “Borrowing”), less fees and expenses, under Tranche 1 of its Loan and Security Agreement (as amended, restated, or supplemented from time to time, the “Loan Agreement”) with Avenue Venture Opportunities Fund, L.P. (“Avenue”), dated May 21, 2021 (the “Closing Date”). Pursuant to the Borrowing, Avenue agreed to waive the obligation of the Company to receive $5.0 million of financing through Maryland’s State Incentive Programs and/or other Maryland State programs in connection with this final portion of Tranche 1.
The Loan is repayable in equal monthly installments beginning on July 1, 2023 (based on the Company’s achievement of Performance Milestone 1), with the possibility of deferring principal payments an additional 12 months contingent upon whether the Company has drawn Tranche 2. The Loans bear interest at a variable rate per annum equal to the sum of (i) the greater of (A) the prime rate, as published by the Wall Street Journal from time to time or (B) 3.25%, plus (ii) 6.60%.
The Company may, subject to certain parameters, voluntarily prepay amounts due under the Loan Agreement. If prepayment occurs before the two-year anniversary of the Closing Date, the Company shall pay a fee equal to the principal amount of the Loans prepaid multiplied by 2.00%; and if prepayment occurs after the two-year anniversary of the Closing Date, the Company shall pay a fee equal to the principal amount of the Loans prepaid multiplied by 1.00%.
The other material terms of the Loan Agreement remain effective as described in the Company’s Current Report on Form 8-K filed on May 24, 2021. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Loan Agreement, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 24, 2021, and is incorporated herein by reference.
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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 29, 2021 | By: | /s/ Robert Etherington |
| Robert Etherington | ||
| President and Chief Executive Officer | ||
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