Clene Inc.

01/13/2026 | Press release | Distributed by Public on 01/13/2026 13:49

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MATLIN DAVID J
2. Issuer Name and Ticker or Trading Symbol
Clene Inc. [CLNN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6550 SOUTH MILLROCK DRIVE, SUITE G50
3. Date of Earliest Transaction (Month/Day/Year)
01/13/2026
(Street)
SALT LAKE CITY, UT 84121
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
common stock 01/13/2026(1) P 33,333 A $6.5(2) 477,824 D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MATLIN DAVID J
6550 SOUTH MILLROCK DRIVE
SUITE G50
SALT LAKE CITY, UT 84121
X

Signatures

/s/ Jerome T. Miraglia POA 01/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Clene Inc. published this content on January 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 13, 2026 at 19:49 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]