01/13/2026 | Press release | Distributed by Public on 01/13/2026 13:49
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| 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 | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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MATLIN DAVID J 6550 SOUTH MILLROCK DRIVE SUITE G50 SALT LAKE CITY, UT 84121 |
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| /s/ Jerome T. Miraglia POA | 01/13/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |