0001437749-24-034663 | 10-Q | XBRL Viewer

Note 9 - Commitments and Contingencies	9 Months Ended
Sep. 30, 2024
Notes to Financial Statements
Commitments and Contingencies Disclosure [Text Block]	Note 9. Commitments and Contingencies *Commitments* We enter into agreements in the normal course of business with CROs for clinical trials and with vendors for preclinical studies and other services and products for operating purposes, which are cancelable at any time by us, subject to payment of our remaining obligations under binding purchase orders and, in certain cases, nominal early termination fees. These commitments are not deemed significant. As of September 30, 2024 and December 31, 2023, we had commitments under various agreements for capital expenditures totaling $0.2 million and $0.4 million, respectively, related to the construction of our manufacturing facilities. *Contingencies* From time to time, we may have certain contingent legal liabilities that arise in the ordinary course of business activities. We accrue a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. We are not aware of any current material pending legal matters or claims. We received the following grants from the National Multiple Sclerosis Society (“NMSS”): (i) $0.3 million in September 2019 (the “2019 Grant”) to fund biomarker research related our VISIONARY-MS Phase 2 clinical trial, and (ii) $0.7 million in May 2023 (the “2023 Grant”) to fund Cohort 2 of our REPAIR-MS clinical trial. Pursuant to the grant agreements, if we make future commercial sales of CNM-Au8 for the treatment of MS, we will repay: (i) 50% of the grants upon the first commercial product sale, (ii) an additional 50% of the grants upon cumulative sales of $10.0 million, (iii) an additional 150% of the grants upon cumulative sales of $50.0 million, and (iv) an additional 200% of the grants upon cumulative sales of $100.0 million, with the maximum repayment equal to 450% of the grants if all milestones are achieved. If NMSS has not yet received repayments equal in the aggregate to 300% of the 2019 Grant or 150% of the 2023 Grant, then upon the closing of any of the following events we will repay 300% of the 2019 Grant, equal to $1.0 million, or 150% of the 2023 Grant, equal to $1.0 million, less any amounts previously paid by us: (i) sale of all or substantially all of our assets and business, (ii) a public offering that occurs more than twelve months after completion of the applicable research, (iii) sale of any portion of our assets and business including CNM-Au8 for the treatment of MS, (iv) exclusive licensing of our intellectual property claiming CNM-Au8 for the treatment of MS, (v) a collaboration with a third-party to develop CNM-Au8 for the treatment of MS (for the 2019 Grant only), or (vi) licensing of our commercialization rights to CNM-Au8 for the treatment of MS (for the 2023 Grant only). As of September 30, 2024, we have not met any of the above milestones and the applicable research has not been completed. We accounted for these contingencies in accordance with ASC 450, Contingencies. Management has assessed the likelihood of each contingent event as less than probable and therefore no contingent liability is recognized. Management’s estimate of the possible range of loss is between the minimum and maximum repayment amounts, equal to 50% and 450% of each grant, or approximately $0.2 million and $1.5 million for the 2019 Grant, respectively; and approximately $0.3 million and $3.0 million for the 2023 Grant, respectively. However, it is at least reasonably possible that Management’s estimate of the likelihood of each contingent event and the possible range of loss will change in the near term.

Note 9 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Text Block]

Note 9. Commitments and Contingencies

Commitments

We enter into agreements in the normal course of business with CROs for clinical trials and with vendors for preclinical studies and other services and products for operating purposes, which are cancelable at any time by us, subject to payment of our remaining obligations under binding purchase orders and, in certain cases, nominal early termination fees. These commitments are not deemed significant.

As of September 30, 2024 and December 31, 2023, we had commitments under various agreements for capital expenditures totaling $0.2 million and $0.4 million, respectively, related to the construction of our manufacturing facilities.

Contingencies

From time to time, we may have certain contingent legal liabilities that arise in the ordinary course of business activities. We accrue a liability for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. We are not aware of any current material pending legal matters or claims.

We received the following grants from the National Multiple Sclerosis Society (“NMSS”): (i) $0.3 million in September 2019 (the “2019 Grant”) to fund biomarker research related our VISIONARY-MS Phase 2 clinical trial, and (ii) $0.7 million in May 2023 (the “2023 Grant”) to fund Cohort 2 of our REPAIR-MS clinical trial. Pursuant to the grant agreements, if we make future commercial sales of CNM-Au8 for the treatment of MS, we will repay: (i) 50% of the grants upon the first commercial product sale, (ii) an additional 50% of the grants upon cumulative sales of $10.0 million, (iii) an additional 150% of the grants upon cumulative sales of $50.0 million, and (iv) an additional 200% of the grants upon cumulative sales of $100.0 million, with the maximum repayment equal to 450% of the grants if all milestones are achieved. If NMSS has not yet received repayments equal in the aggregate to 300% of the 2019 Grant or 150% of the 2023 Grant, then upon the closing of any of the following events we will repay 300% of the 2019 Grant, equal to $1.0 million, or 150% of the 2023 Grant, equal to $1.0 million, less any amounts previously paid by us: (i) sale of all or substantially all of our assets and business, (ii) a public offering that occurs more than twelve months after completion of the applicable research, (iii) sale of any portion of our assets and business including CNM-Au8 for the treatment of MS, (iv) exclusive licensing of our intellectual property claiming CNM-Au8 for the treatment of MS, (v) a collaboration with a third-party to develop CNM-Au8 for the treatment of MS (for the 2019 Grant only), or (vi) licensing of our commercialization rights to CNM-Au8 for the treatment of MS (for the 2023 Grant only). As of September 30, 2024, we have not met any of the above milestones and the applicable research has not been completed. We accounted for these contingencies in accordance with ASC 450, Contingencies. Management has assessed the likelihood of each contingent event as less than probable and therefore no contingent liability is recognized. Management’s estimate of the possible range of loss is between the minimum and maximum repayment amounts, equal to 50% and 450% of each grant, or approximately $0.2 million and $1.5 million for the 2019 Grant, respectively; and approximately $0.3 million and $3.0 million for the 2023 Grant, respectively. However, it is at least reasonably possible that Management’s estimate of the likelihood of each contingent event and the possible range of loss will change in the near term.

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	*Basis of Presentation* The accompanying condensed consolidated financial statements include the accounts of Clene Inc. and our wholly-owned subsidiaries, Clene Nanomedicine, Inc., a subsidiary incorporated in Delaware, Clene Australia Pty Ltd (“Clene Australia”), a subsidiary incorporated in Australia, Clene Netherlands B.V. (“Clene Netherlands”), a subsidiary incorporated in the Netherlands, and dOrbital, Inc., a subsidiary incorporated in Delaware, after elimination of all intercompany accounts and transactions. We have prepared the accompanying condensed consolidated financial statements in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. The condensed consolidated financial statements have been prepared on the same basis as our audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The financial data and other information disclosed in the condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2024 and 2023 are unaudited. Results of operations for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K.
Reverse Stock Split [Policy Text Block]	*Reverse Stock Split* Effective July 11, 2024 (the “Effective Date”), we filed a Certificate of Amendment to our Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of our Common Stock. Beginning with the opening of trading on the Effective Date, our Common Stock began trading on Nasdaq on a split-adjusted basis under the same symbol, “CLNN.” As a result of the Reverse Stock Split, every 20 shares of our Common Stock issued and outstanding were automatically combined and converted into 1 validly issued, fully paid and non-assessable share of Common Stock. In lieu of any fractional shares, stockholders received an amount in cash (without interest) equal to: (i) the number of shares of Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional shares multiplied by (ii) the closing price of our Common Stock on Nasdaq on the trading day immediately preceding the Effective Date. The Reverse Stock Split did not reduce the total number of authorized shares of Common Stock or preferred stock, par value $0.0001 per share (“Preferred Stock”), or change the par values of the Company’s Common Stock or Preferred Stock. All outstanding stock options, warrants, rights to restricted stock awards, convertible debt, and contingent earn-out shares entitling their holders to purchase or receive shares of Common Stock were adjusted as a result of the Reverse Stock Split, in accordance with the terms of each such security. In addition, the number of shares reserved for issuance pursuant to our Amended 2020 Stock Plan was also appropriately adjusted. All historical share and per share data for the periods presented in these condensed consolidated financial statements, including for periods ending prior to July 11, 2024, has been adjusted to reflect the 1-for-20 Reverse Stock Split on a retroactive basis as if the Reverse Stock Split occurred as of the earliest period presented. As a result of the Reverse Stock Split, approximately $12,000 of par value was reclassified from Common Stock to Additional Paid-In Capital.
Use of Estimates, Policy [Policy Text Block]	*Use of Estimates* The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities, and the reported amounts of expenses. We base our estimates on historical experience and various other assumptions that we believe to be reasonable. Actual results may differ from those estimates or assumptions. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience, and any changes in estimates will be recorded in future periods as they develop.
Risk and Uncertainties [Policy Text Block]	*Risks and Uncertainties* We are subject to certain risks and uncertainties and believe that changes in any of the following areas could have a material adverse effect on future financial condition, results of operations, or cash flows: ability to obtain additional financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party contract research organizations (“CROs”) and manufacturers upon which we rely; protection of our intellectual property; litigation or claims against us based on intellectual property, patent, product, regulatory, or other factors; and our ability to attract and retain employees necessary to support our growth. The product candidates we develop require approvals from regulatory agencies prior to commercial sales. There can be no assurance that our current and future product candidates will receive the necessary approvals or be commercially successful. If we are denied approval or approval is delayed, it will have a material adverse impact on our business and our condensed consolidated financial statements.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	*Concentrations of Credit Risk* Financial instruments which potentially subject us to significant concentrations of credit risk consist primarily of cash. Our cash is held in financial institutions and amounts on deposit may at times exceed federally insured limits. We have not experienced any losses on our deposits of cash and do not believe that we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
Cash and Cash Equivalents, Policy [Policy Text Block]	*Cash and Cash Equivalents* We consider all short-term investments with original maturities of 90 days or less when purchased to be cash equivalents.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]	*Restricted Cash* We classify cash as restricted when it is unavailable for withdrawal or use in our general operating activities. Restricted cash is classified as current and noncurrent on the condensed consolidated balance sheets based on the nature of the restriction. Our restricted cash balance includes contractually restricted deposits related to our corporate credit card.
Marketable Securities, Policy [Policy Text Block]	*Marketable Securities* Marketable securities are investments with original maturities of more than 90 days when purchased. We do not invest in securities with original maturities of more than one year. Marketable debt securities are considered available-for-sale, and are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income until realized. Realized gains and losses are included in other income (expense), net, on the basis of specific identification. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in other income (expense), net.
Inventory, Policy [Policy Text Block]	*Inventory* Inventory is stated at historic cost on a first-in first-out basis. Our inventory consisted of $114,000 in raw materials and $14,000 in finished goods as of September 30, 2024, and $23,000 in raw material and $14,000 in finished goods as of December 31, 2023. Inventory relates to our dietary supplement products.
Property, Plant and Equipment, Policy [Policy Text Block]	*Property and Equipment* Property and equipment are stated at cost less accumulated depreciation. Property and equipment consist of laboratory and office equipment, computer software, and leasehold improvements. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets, which are 3 to 5 years for laboratory equipment, 3 to 7 years for furniture and fixtures, and 2 to 5 years for computer software. Leasehold improvements are amortized over the lesser of the estimated lease term or the estimated useful life of the assets. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated or amortized in accordance with the above useful lives once placed into service. Upon retirement or sale, the related cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the condensed consolidated statements of operations and comprehensive loss. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. We capitalize costs to obtain or develop computer software for internal use, including development costs incurred during the software development stage and costs to obtain software for access and conversion of historical data. We also capitalize costs to modify, upgrade, or enhance existing internal-use software that result in additional functionality. We expense costs incurred during the preliminary project stage, training costs, data conversion costs, and maintenance costs.
Debt, Policy [Policy Text Block]	Debt When debt is issued and a derivative is required to be separated (e.g., bifurcated conversion option) or another separate freestanding financial instrument (e.g., warrant) is issued, costs and fees incurred are allocated to the instruments issued (or bifurcated) in proportion to the allocation of proceeds. When some portions of the costs and fees relate to a bifurcated derivative or freestanding financial instrument that is being subsequently measured at fair value, those allocated costs are expensed immediately. Debt discounts, debt premiums, and debt issuance costs related to debt are recorded as deductions that net against the principal value of the debt and are amortized to interest expense over the contractual term of the debt using the effective interest method. In accordance with ASC 470-20, Debt with Conversion and Other Options, when we issue debt with warrants, we treat the warrants as a debt discount, recorded as a contra-liability against the debt, and amortize the balance over the life of the underlying debt as interest expense in the condensed consolidated statements of operations and comprehensive loss. The offset to the contra-liability is recorded as additional paid-in capital in the condensed consolidated balance sheets if the warrants are not treated as a derivative or liability under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Otherwise, the offset to the contra-liability is recorded as a warrant liability in the condensed consolidated balance sheets and is subject to re-measurement to fair value at each balance sheet date, with any changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. If the debt is retired early, the associated debt discount is then recognized immediately as interest expense in the condensed consolidated statements of operations and comprehensive loss.
Convertible Notes [Policy Text Block]	Convertible Debt In accordance with ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, when we issue notes with conversion features, we evaluate if the conversion feature is freestanding or embedded. If the conversion feature is embedded, we do not separate the conversion feature from the host contract for convertible notes that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in-capital. Consequently, we account for a convertible note as a single liability measured at its amortized cost as long as no other features require separation and recognition as derivatives. If the conversion feature is freestanding, or is embedded and meets the requirements to be separated, we account for the conversion feature as a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). We record the derivative instrument at fair value at inception, and subsequently re-measure to fair value at each reporting period and immediately prior to the extinguishment of the derivative instrument, with any changes recorded in the condensed consolidated statements of operations and comprehensive loss.
Lessee, Leases [Policy Text Block]	Leases At inception of a contract, we determine if a contract meets the definition of a lease. We determine if the contract conveys the right to control the use of an identified asset for a period of time. We assess throughout the period of use whether we have both of the following: (i) the right to obtain substantially all the economic benefits from use of the identified asset, and (ii) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments less any lease incentives received. At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, our incremental borrowing rate is used as the discount rate. Our policy is to not record leases with an original term of twelve months or less within the condensed consolidated balance sheets and we recognize lease expense for these short-term leases on a straight-line basis over the lease term. Certain lease agreements may require us to pay additional amounts for taxes, insurance, maintenance, and other expenses, which are generally referred to as non-lease components. Such variable non-lease components are treated as variable lease payments and recognized in the period in which the obligation for these payments is incurred. Variable lease components and variable non-lease components are not measured as part of the right-of-use asset and liability. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Total contract consideration is allocated to the fixed lease and non-lease component. This policy election applies consistently to all asset classes under lease agreements. Leases may contain clauses for renewal at our option. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised, or is not at our option. We determine whether the reasonably certain threshold is met by considering contract-, asset-, market-, and entity-based factors. Operating lease expense, which is recognized on a straight-line basis over the lease term, and the amortization of finance lease right-of-use assets, which are included in property and equipment and depreciated, are included in research and development or general and administrative expenses consistent with the leased assets’ primary use. Accretion on the liabilities for finance leases is included in interest expense.
Contingent Earnout [Policy Text Block]	*Contingent Earn-Out Liabilities* In connection with the Reverse Recapitalization, certain Clene Nanomedicine stockholders are entitled to receive additional shares of Common Stock (the “Clene Nanomedicine Contingent Earn-out”) as follows: (i) 166,928 shares if (a) the volume-weighted average price (“VWAP”) of our Common Stock equals or exceeds $300.00 (the “Milestone 1 Price”) in any twenty trading days within a thirty trading day period within three years of the Reverse Recapitalization or (b) the change of control price equals or exceeds the Milestone 1 Price if a change of control transaction occurs within three years of the closing of the Reverse Recapitalization (the requirements in (a) and (b) collectively, “Milestone 1”); (ii) 125,200 shares if (a) the VWAP of our Common Stock equals or exceeds $400.00 (the “Milestone 2 Price”) in any twenty trading days within a thirty trading day period within five years of the closing of the Reverse Recapitalization or (b) the change of control price equals or exceeds the Milestone 2 Price if a change of control transaction occurs within five years of the Reverse Recapitalization (the requirements in (a) and (b) collectively, “Milestone 2”). If Milestone 1 is not achieved but Milestone 2 is achieved, the Clene Nanomedicine stockholders will receive additional shares equal to Milestone 1. Tottenham’s former officers, directors, sponsor, and public stockholders (the “Initial Stockholders”) are entitled to receive earn-out shares (the “Initial Stockholders Contingent Earn-out,” and collectively with the Clene Nanomedicine Contingent Earn-out, the “Contingent Earn-outs”) as follows: (i) 18,750 shares upon the achievement of Milestone 1; and (ii) 18,750 shares upon achievement of Milestone 2. If Milestone 1 is not achieved but Milestone 2 is achieved, the Initial Stockholders will receive additional shares equal to Milestone 1. In accordance with ASC 815, the Contingent Earn-outs are not indexed to our own stock and therefore were accounted for as a liability at the Reverse Recapitalization date and are subsequently remeasured to fair value at each reporting date with changes recorded as a component of other income (expense), net.
Common Stock Warrants [Policy Text Block]	*Common Stock Warrants* We account for common stock warrants as either equity- or liability-classified instruments based on an assessment of the warrant terms. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to our Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and, for liability-classified warrants, at each reporting period end date while the warrants are outstanding.
Government Assistance [Policy Text Block]	*Grant Funding* We may submit applications to receive grant funding from governmental and non-governmental entities. We account for grants by analogizing to the grant accounting model under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). We recognize grant funding without conditions or continuing performance obligations, including certain research and development tax credits, as other income in the condensed consolidated statements of operations and comprehensive loss. We accrue certain research and development tax credits receivable in other current assets (see Note 4) in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage and we recognize other income in the condensed consolidated statements of operations and comprehensive loss. After submission of our tax returns, we receive a cash refund of certain research and development tax credits and relieve the receivable. We recognize grant funding with conditions or continuing performance obligations as a reduction in research and development expenses in the period during which the related qualifying expenses are incurred and as the conditions or performance obligations are fulfilled. Any amount received in advance of fulfilling such conditions or performance obligations is recorded in accrued liabilities (see Note 6) if the conditions or performance obligations are expected to be met within the next twelve months. We recognized grant funding as a reduction of research and development expenses of $1.3 million and $0.2 million during the three months ended September 30, 2024 and 2023, respectively; and $3.3 million and $0.3 million during the nine months ended September 30, 2024 and 2023, respectively. In October 2023 we were awarded a grant (“the NIH Grant”) in collaboration with Columbia University, the prime awardee, and Synapticure, a neurology specialty health clinic, from the National Institute of Health (“NIH”). The NIH Grant was awarded pursuant to the Accelerating Access to Critical Therapies for ALS Act to support up to a four-year Expanded Access Program (the “ACT-EAP”) for CNM-Au8 treatment of ALS. The NIH Grant totaled $45.1 million and subawards to us may total up to $30.9 million in aggregate and may extend to August 31, 2027. These subawards are awarded annually and subaward funds are paid to us as reimbursement for cash spent by us to support the ACT-EAP. The first subaward was granted on April 9, 2024 for $7.3 million for the period from September 25, 2023 to August 31, 2024, of which we have received reimbursements totaling $4.7 million for expenses incurred plus prepayments of certain ACT-EAP expenses and have incurred an additional $0.7 million of expenses as of September 30, 2024 for which we expect to receive reimbursement. We are currently in discussions with Columbia University regarding the subaward for the second year of the NIH Grant.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	*Foreign Currency Translation and Transactions* Our functional and reporting currency is the U.S. dollar (“USD”). Clene Australia and Clene Netherlands determined their functional currencies to be the Australian dollar and Euro, respectively. The results of our foreign currency operations are translated into USD at the average exchange rates during the period, assets and liabilities are translated using the exchange rate as of the balance sheet date, and stockholders’ equity (deficit) is translated using historical rates. Adjustments from the translation of the results of our foreign currency operations are excluded from net loss and are accumulated in a separate component of stockholders’ equity (deficit). We also incur foreign exchange transaction gains and losses for purchases denominated in foreign currencies. Foreign exchange transaction gains and losses are included in other income (expense), net, as incurred.
Comprehensive Income, Policy [Policy Text Block]	*Comprehensive Loss* Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The only elements of other comprehensive loss in any periods presented were the translation of foreign currency denominated balances of Clene Australia and Clene Netherlands to USD for consolidation and our unrealized gain (loss) on available-for-sale securities.
Segment Reporting, Policy [Policy Text Block]	*Segment Information* We report segment information based on ASC 280 Segment Reporting (“ASC 280”), which defines operating segments as components of a company that engage in activities from which it may recognize revenues and incur expenses, and for which operating results are regularly reviewed by the entity’s chief operating decision maker (“CODM”) to make decisions regarding resource allocation and assess performance, and for which discrete financial information is available. Effective in the fourth quarter of 2023, we revised our internal reporting processes to better align with our strategic priorities due to the immateriality of our dietary supplement operations. As a result and in accordance with ASC 280, we determined that the Company is a single operating and reportable segment. Our chief executive officer is the CODM and allocates resources and assesses performance at a consolidated level. Prior to the fourth quarter of 2023, we operated as two operating and reportable segments related to our development and commercialization of drugs and dietary supplements. The change did not require any prior period information to be recast.
Income Tax, Policy [Policy Text Block]	*Income Taxes* We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the condensed consolidated financial statements or in our tax returns. Deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. We account for uncertainty in income taxes recognized in the condensed consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the condensed consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties.
Share-Based Payment Arrangement [Policy Text Block]	*Stock-Based Compensation* We account for stock-based compensation arrangements using a fair value-based method for costs related to all share-based payments including stock options and stock awards. Stock-based compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The fair value is recognized over the period during which a grantee is required to provide services in exchange for the option award and service-based stock awards, known as the requisite service period (usually the vesting period), on a straight-line basis. For stock awards with market conditions, the fair value is recognized over the period based on the expected milestone achievement dates as the derived service period (usually the vesting period), on a straight-line basis. For stock awards with performance conditions, the grant-date fair value of these awards is the market price on the applicable grant date, and compensation expense will be recognized when the conditions become probable of being satisfied. We recognize a cumulative true-up adjustment once the conditions become probable of being satisfied as the related service period had been completed in a prior period. We generally grant stock options with a four-year requisite service period. Certain stock options may vest based upon performance conditions instead of service conditions, such as the achievement of regulatory milestones or financial performance measures. For the grant-date fair value, we estimate the expected term of stock options with performance conditions based upon the nature of the conditions. If the expected term is not estimable and the achievement of performance conditions is not probable, we use the contractual term as the expected term. We elect to account for forfeitures as they occur, rather than estimating expected forfeitures. We determine the fair value of each share of Common Stock underlying stock-based awards using a Black-Scholes option pricing model based on the closing price of our Common Stock as reported by Nasdaq on the date of grant. The fair value of stock awards with market conditions are determined using a Monte Carlo valuation model.
New Accounting Pronouncements, Policy [Policy Text Block]	*Recent Accounting Pronouncements Not* Yet Adopted** In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other things, that public entities with a single reportable segment provide all the disclosures required by ASC 280 and ASU 2023-07, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires, among other things, that public entities on an annual basis disclose specific categories of the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold, and disclose income taxes paid disaggregated by jurisdiction. The guidance is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09.

Note 10 - Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
United States	$ (7,940)	$ (2,206)	$ (25,720)	$ (38,608)
Foreign	(46)	(212)	(131)	(723)
Net loss before income taxes	$ (7,986)	$ (2,418)	$ (25,851)	$ (39,331)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (f)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Note 12 - Fair Value - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Clene Nanomedicine contingent earn-out liability			$ 75
Initial Stockholders contingent earn-out liability			10
Us Treasury Securities with Maturity Greater than 90 Days but Less than 1 Year [Member]
Fair value			6,179
Money Market Funds [Member]
Cash Equivalents	$ 3,897		5,113
US Treasury Securities [Member]
Cash Equivalents			19,884
Fair Value, Inputs, Level 1 [Member]
Clene Nanomedicine contingent earn-out liability			0
Initial Stockholders contingent earn-out liability			0
Fair Value, Inputs, Level 1 [Member] \| Us Treasury Securities with Maturity Greater than 90 Days but Less than 1 Year [Member]
Fair value			0
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Cash Equivalents	3,897		5,113
Fair Value, Inputs, Level 1 [Member] \| US Treasury Securities [Member]
Cash Equivalents			0
Fair Value, Inputs, Level 2 [Member]
Clene Nanomedicine contingent earn-out liability			0
Initial Stockholders contingent earn-out liability			0
Fair Value, Inputs, Level 2 [Member] \| Us Treasury Securities with Maturity Greater than 90 Days but Less than 1 Year [Member]
Fair value			6,179
Fair Value, Inputs, Level 2 [Member] \| Money Market Funds [Member]
Cash Equivalents	0		0
Fair Value, Inputs, Level 2 [Member] \| US Treasury Securities [Member]
Cash Equivalents			19,884
Fair Value, Inputs, Level 3 [Member]
Clene Nanomedicine contingent earn-out liability			75
Initial Stockholders contingent earn-out liability			10
Fair Value, Inputs, Level 3 [Member] \| Us Treasury Securities with Maturity Greater than 90 Days but Less than 1 Year [Member]
Fair value			0
Fair Value, Inputs, Level 3 [Member] \| Money Market Funds [Member]
Cash Equivalents	0		0
Fair Value, Inputs, Level 3 [Member] \| US Treasury Securities [Member]
Cash Equivalents			0
Common Stock Warrant Liability [Member]
Common stock warrant liabilities	592		1,481
Balance	1,481	$ 0
Change in fair value	(956)	(5,958)
Balance	592	1,860
Initial fair value of instruments		7,818
Common Stock Warrant Liability [Member] \| Avenue Warrants 2023 [Member]
Change in fair value	67
Common Stock Warrant Liability [Member] \| Fair Value, Inputs, Level 1 [Member]
Common stock warrant liabilities	0		0
Common Stock Warrant Liability [Member] \| Fair Value, Inputs, Level 2 [Member]
Common stock warrant liabilities	0		0
Common Stock Warrant Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Common stock warrant liabilities	592		$ 1,481
Clene Nanomedicine Contingent Earn-out [Member]
Balance	75	2,264
Change in fair value	(75)	(2,114)
Balance	0	150
Initial fair value of instruments		0
Clene Nanomedicine Contingent Earn-out [Member] \| Avenue Warrants 2023 [Member]
Change in fair value	0
Initial Stockholders Contingent Earn-out [Member]
Balance	10	291
Change in fair value	(10)	(272)
Balance	0	19
Initial fair value of instruments		$ 0
Initial Stockholders Contingent Earn-out [Member] \| Avenue Warrants 2023 [Member]
Change in fair value	$ 0

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (7,986)	$ (2,418)	$ (25,851)	$ (39,331)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	406	439	1,240	1,283
Non-cash lease expense			394	315
Commitment share expense	(0)	(0)	(0)	402
Issuance costs for common stock warrant liabilities	(0)	(0)	(0)	333
Loss on initial issuance of equity	0	0	0	14,840
Fair Value Adjustment of Warrants	(697)	(6,341)	(956)	(5,958)
Change in fair value of Clene Nanomedicine contingent earn-out liability	0	(1,004)	(75)	(2,114)
Change in fair value of Initial Stockholders contingent earn-out liability	0	(129)	(10)	(272)
Stock-based compensation expense			6,152	7,070
Accretion of debt discount			1,184	819
Non-cash interest income on marketable securities			(153)	0
Non-cash interest expense on notes payable			40	273
Changes in operating assets and liabilities:
Accounts receivable			143	125
Inventory			(91)	(61)
Prepaid expenses and other current assets			(1,185)	1,483
Accounts payable			174	(1,125)
Accrued liabilities			2,945	(669)
Operating lease obligations			(412)	(412)
Net cash used in operating activities			(16,461)	(22,999)
Cash flows from investing activities:
Purchases of marketable securities			(6,168)	0
Proceeds from maturities of marketable securities			12,500	5,000
Purchases of property and equipment			(14)	(287)
Net cash provided by investing activities			6,318	4,713
Cash flows from financing activities:
Proceeds from exercise of stock options			124	0
Proceeds from issuance of common stock and warrants, net of offering costs			2,036	42,094
Proceeds from share subscriptions payable			3,810	0
Payments of finance lease obligations			(27)	(63)
Proceeds from the issuance of notes payable			0	350
Payments of notes payable			(10,000)	0
Payments of notes payable modification fees			0	(200)
Net cash provided by (used in) financing activities			(4,057)	42,181
Effect of foreign exchange rate changes on cash and restricted cash			24	(114)
Net increase (decrease) in cash, cash equivalents and restricted cash			(14,176)	23,781
Cash, cash equivalents and restricted cash – beginning of period			28,879	18,390
Cash, cash equivalents and restricted cash – end of period	14,703	42,171	14,703	42,171
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
Cash and cash equivalents	14,645	42,113	14,645	42,113
Restricted cash	58	58	58	58
Cash, cash equivalents and restricted cash	$ 14,703	$ 42,171	14,703	42,171
Supplemental disclosure of non-cash investing and financing activities:
Common stock warrant liability recorded upon debt modification			67	692
Common stock warrant liability recorded upon public stock offering			0	7,126
Deferred transaction costs in accrued liabilities and other current assets			68	0
Supplemental cash flow information:
Cash paid for interest expense			$ 2,324	$ 2,266

Note 15 - Related Party Transactions

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Note 15. Related Party Transactions

License and Supply Agreements

In August 2018, we entered into a license agreement (the “License Agreement”) and exclusive supply agreement (the “Supply Agreement”) in conjunction with 4Life’s investment in the Series C preferred stock and warrants of our predecessor. On April 25, 2024, we entered into an amendment to the License Agreement and Supply Agreement (the “Amended 4Life Agreements”). The Amended 4Life Agreements contain the following terms:

●

Supply Agreement. We granted 4Life, or its affiliates and mutually-agreed upon manufacturing vendors (the “Buyer Purchasing Parties”) an exclusive right to purchase certain of our dietary supplement and non-pharmaceutical products (the “Licensed Products”), and we shall exclusively sell the Licensed Products to the Buyer Purchasing Parties. The purchase price of Licensed Products shall be equal to our cost plus 20%. 4Life must sell certain amounts of Licensed Products for the calendar years beginning in 2024 and extending through 2033 (the “Minimum Sales Commitment”), with Minimum Sales Commitments for years subsequent to 2033, if applicable, to be negotiated between the Company and 4Life. The Company may permanently convert 4Life’s exclusive rights to purchase Licensed Products to non-exclusive rights if: (i) 4Life fails to achieve the Minimum Sales Commitment for any two consecutive years, and (ii) 4Life fails to pay additional royalty fees to maintain exclusivity (as set forth under “License Agreement” below) (the “Exclusivity Provision”).

●

License Agreement. We granted 4Life an exclusive, royalty bearing license to use, sell, and commercialize the Licensed Products. On a quarterly basis, 4Life shall pay us a royalty rate of 3% of incremental sales of Licensed Products, which is equal to the lesser of (a) the increase in net sales for the quarter over a base period quarter as determined in the License Agreement, or (b) net sales. If 4Life fails to meet the Exclusivity Provision, 4Life may continue to maintain exclusivity by paying us the difference between (a) the royalty fee that would otherwise have been earned by us if 4Life had met the Minimum Sales Commitment and (b) actual royalties paid to us. However, notwithstanding any other provisions of the License Agreement, on or after January 1, 2027, we shall be permitted to sell Licensed Products through third party retail outlets or via our own websites. The term of the License Agreement will continue until December 31, 2033, unless earlier terminated pursuant to the License Agreement or Supply Agreement. The Amended 4Life Agreements will be renewable for additional five-year terms upon mutual agreement of the parties.

We currently provide an aqueous zinc-silver ion dietary (mineral) supplement to 4Life, which is sold by 4Life under the tradename Zinc Factor™; and an aqueous gold dietary (mineral) supplement of very low-concentration gold nanoparticles, which is sold by 4Life under the tradename Gold Factor™. Total revenue under the License and Supply Agreements during the three and nine months ended September 30, 2024 and 2023 was as follows:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
Product revenue from related parties	$	64	$	64	$	171	$	320
Royalty revenue from related parties		22		43		78		129
Total revenue from related parties	$	86	$	107	$	249	$	449

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
-Name Accounting Standards Codification
-Section S99
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section S99
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Note 11 - Benefit Plans (Details Textual) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Note 11 - Benefit Plans (Details Textual) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	May 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)	1,896,044		1,896,044		1,092,343
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)			918,849
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 0		$ 0		$ 11,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)					2 months 23 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)			$ 6.09	$ 15
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	10,200,000		$ 10,200,000		$ 13,700,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)			1 year 9 months 21 days		2 years 1 month 6 days
Unlikely to Vest Options [Member]
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 2,800,000		$ 2,800,000
The 2014 Stock Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)	164,684		164,684
The 2020 Stock Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)						2,420,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)			1,785,141
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	634,859		634,859
The 401(k) Plan [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match			100.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent			3.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount			$ 4,500
Defined Contribution Plan, Cost	$ 34,000	$ 31,000	$ 100,000	$ 200,000

Note 13 - Capital Stock (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

							Number of Shares Issuable
							September 30,		December 31,
Date Exercisable	Exercise Price			Expiration		Classification	2024		2023
December 2020	$	230.00		December 2025	⁽¹⁾	Equity		120,375		120,375
December 2020	$	230.00		December 2025	⁽²⁾	Equity		1,229		1,229
June 2023	$	4.6014	⁽³⁾	June 2028	⁽⁴⁾	Liability		150,000		150,000
June 2023	$	22.00		June 2026	⁽⁵⁾	Liability		2,500,000		2,500,000
June 2023	$	30.00		June 2030	⁽⁶⁾	Equity		2,500,000		2,500,000
Total shares								5,271,604		5,271,604

Note 16 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Oct. 01, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)		5,271,604	5,271,604
Cash		$ 14,645		$ 42,113
Share Subscription Payable [Member]
Cash		3,800
Subsequent Event [Member] \| Registered Direct Offering [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	17,626
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.001
Subsequent Event [Member] \| Prefunded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	424,358
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.001
Subsequent Event [Member] \| Warrants for Common Stock [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	1,546,914
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 4.82
Registered Direct Offering [Member] \| Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues (in shares)	725,000
Proceeds from Issuance or Sale of Equity	$ 3,500
Placement Agent Fee, Percentage of Gross Proceeds	6.00%
Private Placement [Member]
Proceeds from Issuance or Sale of Equity		$ 3,800
Private Placement [Member] \| Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues (in shares)	379,930
Proceeds from Issuance or Sale of Equity	$ 3,800
Private Placement [Member] \| Subsequent Event [Member] \| Certain Directors, Executive Officers, and Affiliated Entities [Member]
Proceeds from Issuance or Sale of Equity	$ 1,300

Note 14 - Net Loss Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Net loss	$ (7,986)	$ (6,785)	$ (11,080)	$ (2,418)	$ (25,143)	$ (11,770)	$ (25,851)	$ (39,331)
Weighted average common shares used to compute basic and diluted net loss per share (in shares)	6,557,839			6,420,274			6,467,771	4,851,348
Net loss per share – basic and diluted (in dollars per share)	$ (1.22)			$ (0.38)			$ (4)	$ (8.11)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 323
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-Section S99
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 12 - Fair Value

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note 12. Fair Value

Cash, cash equivalents, and marketable securities are carried at fair value. Financial instruments, including accounts receivable, accounts payable, and accrued expenses are carried at cost, which approximates fair value given their short-term nature. Our remaining fair value measures are discussed below.

Financial Instruments with Fair Value Measurements on a Recurring Basis

The fair value hierarchy for financial instruments measured at fair value on a recurring basis as of September 30, 2024 is as follows, excluding the Contingent Earn-outs due to their nominal fair value:

	*September 30, 2024*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
Money market funds	$	3,897	$	—	$	—	$	3,897
Common stock warrant liabilities		—		—		592		592

The fair value hierarchy for financial instruments measured at fair value on a recurring basis as of December 31, 2023 is as follows:

	*December 31, 2023*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
U.S. Treasury securities	$	—	$	19,884	$	—	$	19,884
Money market funds		5,113		—		—		5,113
Marketable securities:
U.S. Treasury securities		—		6,179		—		6,179
Common stock warrant liabilities		—		—		1,481		1,481
Clene Nanomedicine contingent earn-out liability		—		—		75		75
Initial Stockholders contingent earn-out liability		—		—		10		10

There were no transfers between Level 1, Level 2, or Level 3 during any of the periods above.

Changes in the fair value of our Level 3 financial instruments during the nine months ended September 30, 2024 were as follows:

(in thousands)	*Common Stock Warrant Liabilities*			*Clene Nanomedicine Contingent Earn-out*			*Initial Stockholders Contingent Earn-out*
Balance – December 31, 2023	$	1,481		$	75		$	10
Change in fair value		(956	)		(75	)		(10	)
Change in 2023 Avenue Warrant fair value pursuant to the Third Amendment recorded as a debt discount		67			—			—
Balance – September 30, 2024	$	592		$	—		$	—

Changes in the fair value of our Level 3 financial instruments during the nine months ended September 30, 2023 were as follows:

(in thousands)	*Common Stock Warrant Liabilities*			*Clene Nanomedicine Contingent Earn-out*			*Initial Stockholders Contingent Earn-out*
Balance – December 31, 2022	$	—		$	2,264		$	291
Initial fair value of instruments		7,818			—			—
Change in fair value		(5,958	)		(2,114	)		(272	)
Balance – September 30, 2023	$	1,860		$	150		$	19

Valuation of Notes Payable and Convertible Notes Payable

The 2019 MD Loan and the 2019 Cecil Loan are carried at the greater of principal plus accrued interest or the value of the Phantom Shares (see Note 8), which approximates fair value. The 2021 Avenue Loan, the 2022 MD Loan, and the 2022 DHCD Loan are carried at amortized cost, which approximates fair value due to our credit risk and market interest rates. Our notes payable and convertible notes payable are categorized within Level 3 of the fair value hierarchy.

Valuation of the Common Stock Warrant Liabilities

The 2023 Avenue Warrant, as amended, is classified as a liability and carried at fair value. We estimate the fair value using a Black-Scholes option-pricing model with probability weights for the occurrence of the following events: (i) settlement of the instrument upon a change of control transaction, (ii) dissolution of the Company, or (iii) another outcome outside of (i)-(ii). These estimates require significant judgment. The carrying amount may fluctuate significantly and the actual settlement amount may be materially different from the estimated fair value. The unobservable inputs to the Black-Scholes option pricing model were as follows:

	September 30,			December 31,
	2024			2023
Expected stock price volatility		108.40% –114.80	%		105.00% –110.00	%
Risk-free interest rate		3.60% –4.50	%		3.88% –5.03	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.41 –3.75			0.75 –4.50
Probability of change of control		10.00	%		25.00	%
Probability of dissolution		55.00	%		50.00	%
Probability of other outcome		35.00	%		25.00	%

The Tranche A Warrants are classified as a liability and carried at fair value (the Tranche B Warrants qualified for equity classification at issuance). We estimate the fair value using a Black-Scholes option-pricing model with probability weights for the occurrence of the following events: (i) acceptance of an NDA by the FDA for CNM-Au8, (ii) settlement upon a fundamental transaction, (iii) dissolution of the Company, and (iv) another outcome outside of (i)-(iii). These estimates require significant judgment. The carrying amount may fluctuate significantly and the actual settlement amount may be materially different from the estimated fair value. The unobservable inputs to the Black-Scholes option pricing model were as follows:

	September 30,			December 31,
	2024			2023
Expected stock price volatility		97.70% –109.50	%		100.00% –110.00	%
Risk-free interest rate		3.80% –4.30	%		4.13% –4.74	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.58 –1.71			1.08 –2.46
Probability of NDA acceptance		20.00	%		20.00	%
Probability of fundamental transaction		10.00	%		25.00	%
Probability of dissolution		55.00	%		50.00	%
Probability of other outcome		15.00	%		5.00	%

Valuation of the Contingent Earn-Out Liabilities

The Contingent Earn-outs are carried at fair value, which is nominal, as determined using a Monte Carlo valuation model in order to simulate the future path of our stock price over the earn-out periods. The carrying amount of the liabilities may fluctuate significantly and actual amounts paid may be materially different from the liabilities’ estimated value. The unobservable inputs to the Monte Carlo valuation model were as follows:

	*September 30,*			*December 31,*
	*2024*			*2023*
Expected stock price volatility		104.00	%		115.00	%
Risk-free interest rate		3.90	%		4.20	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		1.25			2.00

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Note 4 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid clinical and CRO expenses	$ 2,053	$ 0
Metals to be used in research and development	1,744	1,909
Research and development tax credits receivable	351	1,195
Other	777	568
Total prepaid expenses and other current assets	$ 4,925	$ 3,672

Note 14 - Net Loss Per Share - Antidilutive Securities Excluded from Computation (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive securities (in shares)	7,597,217	6,801,671	7,597,217	6,801,671
Convertible Notes Payable [Member]
Antidilutive securities (in shares)	62,500	86,635	62,500	86,635
Common Stock Warrants [Member]
Antidilutive securities (in shares)	5,271,604	5,271,604	5,271,604	5,271,604
Share-Based Payment Arrangement, Option [Member]
Antidilutive securities (in shares)	1,896,044	1,074,318	1,896,044	1,074,318
Restricted Stock [Member]
Antidilutive securities (in shares)	37,441	39,486	37,441	39,486
Contingent Earnout Shares [Member]
Antidilutive securities (in shares)	329,628	329,628	329,628	329,628

Note 8 - Notes Payable and Convertible Notes Payable

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 8. Notes Payable and Convertible Notes Payable

Our notes payable and convertible notes payable as of September 30, 2024 and December 31, 2023 was as follows:

	*Stated*			*September 30,*			*December 31,*
(in thousands, except interest rates)	*Interest Rate*			*2024*			*2023*
Notes payable
Advance Cecil, Inc. (commenced April 2019)		8.00	%	$	144		$	138
Maryland DHCD (commenced February 2019)		8.00	%		724			694
Maryland DHCD (commenced May 2022)		6.00	%		1,083			1,083
Avenue Venture Opportunities Fund, L.P. (commenced May 2021)		15.10	%		10,000			15,000
					11,951			16,915
Unamortized premium (discount) and debt issuance costs					592			(394	)
Less notes payable, current portion, net of unamortized discount and debt issuance costs					(10,875	)		(14,627	)
Notes payable, net of current portion				$	1,668		$	1,894

Convertible notes payable
Avenue Venture Opportunities Fund, L.P. (commenced May 2021)		15.10	%	$	—		$	5,000
Maryland DHCD (commenced December 2022)		6.00	%		5,312			5,308
					5,312			10,308
Unamortized discount and debt issuance costs					(41	)		(174	)
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs					—			(4,876	)
Convertible notes payable, net of current portion				$	5,271		$	5,258

Maryland Loans

In February 2019, we entered into a term loan agreement (the “2019 MD Loan”) with the Department of Housing and Community Development (“DHCD”), a principal department of the State of Maryland, for $0.5 million bearing simple interest at an annual rate of 8.00%. We are subject to covenants until maturity, including limitations on our ability to retire, repurchase, or redeem our stock, options, and warrants other than per the terms of the securities; and limitations on our ability to pay dividends. We are not in violation of any covenants. The 2019 MD Loan established “Phantom Shares” based on 5,995 shares of Common Stock. The 2019 MD Loan matures in full on February 22, 2034, with the repayment amount equal to the greater of (i) principal plus accrued interest or (ii) the Phantom Shares multiplied by the closing price of our Common Stock on Nasdaq on the trading day prior to the maturity date. As of September 30, 2024 and December 31, 2023, the 2019 MD Loan was recorded at principal plus accrued interest as it was greater than the value of the Phantom Shares. We recognized interest expense of $10,000 and $10,000 during the three months ended September 30, 2024 and 2023, respectively; and $30,000 and $30,000 during the nine months ended September 30, 2024 and 2023, respectively.

In April 2019, we entered into a term loan agreement (the “2019 Cecil Loan”) with Advance Cecil Inc., a non-stock corporation formed under the laws of the State of Maryland, for $0.1 million bearing simple interest at an annual rate of 8.00%. The 2019 Cecil Loan established “Phantom Shares” based on 1,199 shares of Common Stock. The 2019 Cecil Loan matures in full on April 30, 2034, with the repayment amount equal to the greater of (i) principal plus accrued interest or (ii) the Phantom Shares multiplied by the closing price of our Common Stock on Nasdaq on the trading day prior to the maturity date. As of September 30, 2024 and December 31, 2023, the 2019 Cecil Loan was recorded at principal plus accrued interest as it was greater than the value of the Phantom Shares. We recognized interest expense of $2,000 and $2,000 during the three months ended September 30, 2024 and 2023, respectively; and $6,000 and $6,000 during the nine months ended September 30, 2024 and 2023, respectively.

In May 2022, we entered into a term loan agreement (the “2022 MD Loan”) with DHCD for up to $3.0 million bearing simple interest at an annual rate of 6.00% for the purchase of certain manufacturing equipment (the “Assets”). As of September 30, 2024, we had drawn $1.0 million with the remaining balance available for future equipment purchases expiring on May 17, 2024. The first 12 payments, commencing July 1, 2022, are deferred, followed by 18 monthly installments of interest-only based on the outstanding principal, each up to $15,000 maximum; followed by monthly installments of principal and interest in the amount of $33,306, payable for the lesser of 30 months or until the principal and accrued and unpaid interest is fully repaid, with a balloon payment of all remaining principal and unpaid interest due on the maturity date of July 1, 2027. As of September 30, 2024 and December 31, 2023, the balance of accrued and unpaid interest was $50,000 and $50,000, respectively, and is recorded as part of the carrying amount of the loan. We recorded debt issuance costs of $31,000 as a debt discount. Under an agreement between DHCD and Avenue, an existing secured creditor of the Company, DHCD was granted a first priority lien on the Assets as collateral. We recognized interest expense of $15,000 and $15,000 during the three months ended September 30, 2024 and 2023, respectively; and $46,000 and $43,000 during the nine months ended September 30, 2024 and 2023, respectively.

In December 2022, we entered into a term loan agreement (the “2022 DHCD Loan”) with DHCD for $5.0 million bearing simple interest at an annual rate of 6.00%. The first 12 payments, commencing January 1, 2023, are deferred, followed by 48 monthly installments of interest-only, with a balloon payment of all principal and unpaid interest due on the maturity date of January 1, 2028. As of September 30, 2024 and December 31, 2023, the balance of accrued and unpaid interest was $0.3 million and $0.3 million, respectively, and is recorded as part of the carrying amount of the loan. We recorded debt issuance costs of $0.1 million as a debt discount. At any time after December 8, 2023, DHCD may, in its sole discretion, convert up to $5.0 million of principal into Common Stock in increments of $1.0 million, at a price equal to the greater of: (i) 97% of the 30-day trailing VWAP of our Common Stock; or (ii) $80.00 per share (the “DHCD Conversion Feature”). The DHCD Conversion Feature did not meet the requirements for derivative accounting. During the three months ended September 30, 2024 and 2023, we recognized (i) total interest expense of $0.1 million and $0.1 million, respectively; (ii) coupon interest expense of $0.1 million and $0.1 million, respectively; and (iii) amortization of debt issuance costs of $3,000 and $1,000, respectively; and the effective interest rate was 5.99% and 5.91%, respectively. During the nine months ended September 30, 2024 and 2023, we recognized (i) total interest expense of $0.2 million and $0.2 million, respectively; (ii) coupon interest expense of $0.2 million and $0.2 million, respectively; and (iii) amortization of debt issuance costs of $8,000 and ($1,000), respectively; and the effective interest rate was 5.99% and 5.91%, respectively.

Avenue Loan

In May 2021, we entered into a term loan agreement (the “2021 Avenue Loan”) with Avenue for up to $30.0 million, bearing interest at a variable rate equal to (i) the greater of (a) the prime rate or (b) 3.25%, plus (ii) 6.60%. As of September 30, 2024 and December 31, 2023, the interest rate was 15.10% and 14.10%, respectively. We borrowed $15.0 million in May 2021 plus $5.0 million in September 2021 (“Tranche 1”), and the remaining $10.0 million (“Tranche 2”) was not drawn and expired. We incurred $0.8 million of debt issuance costs of which $47,000 related to liability-classified warrants was expensed immediately and the remainder was recorded as a debt discount. Payments were interest-only for the first 12 months and the interest-only period was extended for (i) 12 months due to our achievement of certain clinical trial milestones, plus (ii) an additional 12 months (through June 30, 2024), pursuant to an amendment in June 2023 (the “Second Amendment”), due to our receipt of at least $35.0 million from the sale and issuance of Common Stock in a public offering in June 2023 (“Equity Milestone 1”). Following the interest-only period, from July 2024 to September 2024, we made equal monthly principal installments of $3.3 million plus interest at the variable rate then in effect. On September 30, 2024, we entered into an amendment (the “Third Amendment”) which (i) reduced the October 2024 principal installment from $3.3 million to $2.0 million, plus interest at the applicable variable rate, (ii) reduced the November 2024 and December 2024 principal installments from $3.3 million to $0.5 million each, plus interest at the applicable variable rate, and (iii) delayed the maturity date of the loan from December 1, 2024 to April 1, 2025, with four consecutive monthly principal installments of approximately $1.8 million due from January 2025 to April 2025. On the maturity date of April 1, 2025, all principal and accrued interest then remaining unpaid plus a final payment of 4.25% of funded principal, equal to $0.9 million (the “Final Payment”), shall be due and payable. The Final Payment was previously recorded as a debt premium at the inception of the 2021 Avenue Loan.

The Third Amendment provided for a contingent interest-only period from November 1, 2024 through December 31, 2024 (the “Second Interest-only Period”) if we had received gross proceeds of at least $10.0 million from sales of our equity securities by October 31, 2024 (the “October Equity Milestone”), which we did not achieve. The Third Amendment also provides for a contingent extension of the maturity date and repayment period if, on or before December 31, 2024, we receive reasonably satisfactory evidence that the U.S. Food and Drug Administration (“FDA”) does not object to our submission of a new drug application (“NDA”) seeking accelerated approval for CNM-Au8 as a potential treatment for ALS and we have submitted such NDA for review (the “ALS NDA Milestone”). If we achieve the ALS NDA Milestone, the January 2025 and February 2025 principal installments shall be reduced to $0.5 million each, followed by four equal consecutive monthly principal installments in an amount sufficient to fully amortize the loan, plus interest at the applicable variable rate, with a maturity date of June 1, 2025.

Avenue had the right to convert up to $5.0 million of principal into Common Stock (the “Avenue Conversion Feature”), which expired on May 21, 2024 and was not exercised. The Final Payment and Avenue Conversion Feature did not meet the requirements for derivative accounting. As of December 31, 2023, unamortized debt discount and issuance costs related to the convertible note were $0.1 million. For the convertible note during the three months ended September 30, 2023, we recognized (i) total interest expense of $0.3 million, (ii) coupon interest expense of $0.2 million, and (iii) amortization of debt discount and issuance costs of $0.1 million; and the effective interest rate was 22.79%. During the nine months ended September 30, 2024 and 2023, we recognized (i) total interest expense of $0.4 million and $0.8 million, respectively; (ii) coupon interest expense of $0.3 million and $0.6 million, respectively; and (iii) amortization of debt discount and issuance costs of $0.1 million and $0.2 million, respectively; and the effective interest rate was 17.52% and 22.79%, respectively.

We are subject to covenants until maturity, including limitations on our ability to retire, repurchase, or redeem our stock, options, and warrants other than per the terms of the securities; limitations on our ability to pay dividends; and we are required to maintain unrestricted cash and cash equivalents of at least $5.0 million. We are not in violation of any covenants. Avenue has the ability to immediately accelerate all obligations under the 2021 Avenue Loan upon the occurrence of certain events of default or material adverse effects. The 2021 Avenue Loan is collateralized by substantially all our assets other than intellectual property, including our capital stock and the capital stock of our subsidiaries, in which Avenue is granted a continuing security interest. We recognized interest expense of $0.8 million and $1.1 million during the three months ended September 30, 2024 and 2023, respectively, and $3.1 million and $3.0 million during the nine months ended September 30, 2024 and 2023, respectively.

At the inception of the 2021 Avenue Loan, we issued a warrant to Avenue to purchase Common Stock (the “2021 Avenue Warrant”). A portion of the net proceeds at issuance of the 2021 Avenue Loan were allocated to the 2021 Avenue Warrant in an amount equal to its fair value of $1.5 million and were recorded as a debt discount. Pursuant to the Second Amendment, the 2021 Avenue Warrant was cancelled and a new warrant to purchase 150,000 shares of Common Stock was issued (the “2023 Avenue Warrant”). Avenue may exercise the 2023 Avenue Warrant for cash or on a net or “cashless” basis. In the event of a change of control of the Company, the 2023 Avenue Warrant shall be automatically exchanged for the number of shares of Common Stock which remain exercisable thereunder immediately prior to the change of control transaction, for no payment or consideration from Avenue for such shares, and the 2023 Avenue Warrant shall be terminated. At issuance, the 2023 Avenue Warrant was recorded as a liability and debt discount in amount equal to its fair value of $0.7 million. The Second Amendment, including the revised terms, cancellation of the 2021 Avenue Warrant, and issuance of the 2023 Avenue Warrant was accounted for as a debt modification. Additionally, pursuant to the Third Amendment, the exercise price of the 2023 Avenue Warrant was reduced from $16.00 per share to $4.6014 per share, with the resulting change in fair value of $0.1 million recorded as a debt discount. The Third Amendment was accounted for as a debt modification that also met the requirements as a troubled debt restructuring under ASC 470, Debt (“ASC 470”), with no restructuring gain required to be recognized as the future cash payments under the 2021 Avenue Loan, as amended, were greater than its carrying amount.

Debt Maturities

Future debt payments, net of unamortized discounts and debt issuance costs, and without giving effect to any potential future exercise of conversion features, are as follows:

(in thousands)	*2019 MD Loan*		*2019 Cecil Loan*		*2021 Avenue Loan*		*2022 MD Loan*			*2022 DHCD Loan*
2024 (remainder)	$	—	$	—	$	3,000	$	—		$	—
2025		—		—		7,000		347			—
2026		—		—		—		369			—
2027		—		—		—		317			—
2028		—		—		—		—			5,000
2029		—		—		—		—			—
Thereafter		500		100		—		—			—
Total debt principal payments		500		100		10,000		1,033			5,000
Accrued and unpaid interest		224		44		—		50			312
Unamortized premium (discount) and debt issuance costs		—		—		608		(16	)		(41	)
Future debt payments, net	$	724	$	144	$	10,608	$	1,067		$	5,271

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
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+ Details

Note 9 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
	May 31, 2023	Sep. 30, 2019	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Government Assistance, Amount			$ 27	$ 247	$ 339	$ 902
Grant Funding Related to VISIONARY-MS Phase 2 Clinical Trial [Member] \| National Multiple Sclerosis Society [Member]
Government Assistance, Amount		$ 300
Government Assistance, Repayment, Percentage of Grant Funding Upon First Commercial Product Sale		50.00%
Government Assistance, Repayment, Additional Percentage of Grant Funding, Tranche One		50.00%
Government Assistance, Repayment, Cumulative Sales, Tranche One		$ 10,000
Government Assistance, Repayment, Cumulative Sales, Tranche Two		$ 50,000
Government Assistance, Repayment, Additional Percentage of Grant Funding, Tranche Three		200.00%
Government Assistance, Repayment, Cumulative Sales, Tranche Three		$ 100,000
Government Assistance, Repayment, Maximum Percentage of Grant Funding When All Milestones Achieved		450.00%
Government Assistance, Aggregate Repayment, Percentage of Grant Funding		300.00%
Government Assistance, Repayment, Percentage of Grant Funding Upon Closing		300.00%
Government Assistance, Repayment Amount Upon Closing		$ 1,000
Grant Funding Related to VISIONARY-MS Phase 2 Clinical Trial [Member] \| National Multiple Sclerosis Society [Member] \| Minimum [Member]
Government Assistance, Possible Loss, Percentage of Grant Funding		50.00%
Government Assistance, Possible Loss Between Minimum and Maximum Repayment Amounts		$ 200
Grant Funding Related to VISIONARY-MS Phase 2 Clinical Trial [Member] \| National Multiple Sclerosis Society [Member] \| Maximum [Member]
Government Assistance, Possible Loss, Percentage of Grant Funding		450.00%
Government Assistance, Possible Loss Between Minimum and Maximum Repayment Amounts		$ 1,500
Grant Funding Related to REPAIR-MS Phase 2 Clinical Trial [Member] \| National Multiple Sclerosis Society [Member]
Government Assistance, Amount	$ 700
Government Assistance, Repayment, Additional Percentage of Grant Funding, Tranche Two		150.00%
Government Assistance, Aggregate Repayment, Percentage of Grant Funding	150.00%
Government Assistance, Repayment, Percentage of Grant Funding Upon Closing	150.00%
Government Assistance, Repayment Amount Upon Closing	$ 1,000
Grant Funding Related to REPAIR-MS Phase 2 Clinical Trial [Member] \| National Multiple Sclerosis Society [Member] \| Minimum [Member]
Government Assistance, Possible Loss Between Minimum and Maximum Repayment Amounts	300
Grant Funding Related to REPAIR-MS Phase 2 Clinical Trial [Member] \| National Multiple Sclerosis Society [Member] \| Maximum [Member]
Government Assistance, Possible Loss Between Minimum and Maximum Repayment Amounts	$ 3,000
Capital Addition Purchase Commitments [Member]
Long-Term Purchase Commitment, Amount					$ 200		$ 400

Note 8 - Notes Payable and Convertible Notes Payable (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Long-Term Debt Instruments [Table Text Block]

	*Stated*			*September 30,*			*December 31,*
(in thousands, except interest rates)	*Interest Rate*			*2024*			*2023*
Notes payable
Advance Cecil, Inc. (commenced April 2019)		8.00	%	$	144		$	138
Maryland DHCD (commenced February 2019)		8.00	%		724			694
Maryland DHCD (commenced May 2022)		6.00	%		1,083			1,083
Avenue Venture Opportunities Fund, L.P. (commenced May 2021)		15.10	%		10,000			15,000
					11,951			16,915
Unamortized premium (discount) and debt issuance costs					592			(394	)
Less notes payable, current portion, net of unamortized discount and debt issuance costs					(10,875	)		(14,627	)
Notes payable, net of current portion				$	1,668		$	1,894

Convertible notes payable
Avenue Venture Opportunities Fund, L.P. (commenced May 2021)		15.10	%	$	—		$	5,000
Maryland DHCD (commenced December 2022)		6.00	%		5,312			5,308
					5,312			10,308
Unamortized discount and debt issuance costs					(41	)		(174	)
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs					—			(4,876	)
Convertible notes payable, net of current portion				$	5,271		$	5,258

Schedule of Maturities of Long-Term Debt [Table Text Block]

(in thousands)	*2019 MD Loan*		*2019 Cecil Loan*		*2021 Avenue Loan*		*2022 MD Loan*			*2022 DHCD Loan*
2024 (remainder)	$	—	$	—	$	3,000	$	—		$	—
2025		—		—		7,000		347			—
2026		—		—		—		369			—
2027		—		—		—		317			—
2028		—		—		—		—			5,000
2029		—		—		—		—			—
Thereafter		500		100		—		—			—
Total debt principal payments		500		100		10,000		1,033			5,000
Accrued and unpaid interest		224		44		—		50			312
Unamortized premium (discount) and debt issuance costs		—		—		608		(16	)		(41	)
Future debt payments, net	$	724	$	144	$	10,608	$	1,067		$	5,271

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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+ Details

Note 5 - Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*September 30,*			*December 31,*
(in thousands)	*2024*			*2023*
Lab equipment	$	3,437		$	4,092
Office equipment		178			178
Computer software		459			459
Leasehold improvements		9,983			9,983
Construction in progress		1,452			1,438
		15,509			16,150
Less accumulated depreciation		(7,472	)		(6,887	)
Total property and equipment, net	$	8,037		$	9,263

Depreciation Of Property Plant And Equipment [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
General and administrative	$	67	$	66	$	200	$	200
Research and development		339		373		1,040		1,083
Total depreciation expense	$	406	$	439	$	1,240	$	1,283

Note 3 - Cash, Cash Equivalents, and Marketable Securities

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Cash, Cash Equivalents, and Marketable Securities [Text Block]

Note 3. Cash, Cash Equivalents, and Marketable Securities

Available-for-Sale Securities

Available-for-sale securities as of September 30, 2024 were as follows:

	*September 30, 2024*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
Money market funds	$	3,897	$	—	$	—	$	3,897
Total cash equivalents		3,897		—		—		3,897
Cash		10,748		—		—		10,748
Total cash and cash equivalents	$	14,645	$	—	$	—	$	14,645

Available-for-sale securities as of December 31, 2023 were as follows:

	*December 31, 2023*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
U.S. Treasury securities	$	19,883	$	1	$	—	$	19,884
Money market funds		5,113		—		—		5,113
Total cash equivalents		24,996		1		—		24,997
Cash		3,824		—		—		3,824
Total cash and cash equivalents	$	28,820	$	1	$	—	$	28,821

Marketable securities (contractual maturity greater than 90 days but less than 1 year):
U.S. Treasury securities	$	6,179	$	—	$	—	$	6,179
Total marketable securities	$	6,179	$	—	$	—	$	6,179

We had no realized gains or losses from the sale of available-for-sale securities during the three and nine months ended September 30, 2024 and 2023. As of September 30, 2024 and December 31, 2023, we did not have any allowance for credit losses or impairments of available-for-sale securities.

Note 6 - Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued compensation and benefits	$ 3,691	$ 2,120
Deferred grants	2,060	438
Accrued CRO and clinical fees	804	481
Other	178	681
Total accrued liabilities	$ 6,733	$ 3,720

Note 12 - Fair Value - Unobservable Inputs (Details)	Sep. 30, 2024	Dec. 31, 2023
New Avenue Warrant [Member] \| Measurement Input, Price Volatility [Member] \| Minimum [Member]
Derivative, measurement input	1.084	1.05
New Avenue Warrant [Member] \| Measurement Input, Price Volatility [Member] \| Maximum [Member]
Derivative, measurement input	1.148	1.10
New Avenue Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Derivative, measurement input	0.036	0.0388
New Avenue Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Derivative, measurement input	0.045	0.0503
New Avenue Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Derivative, measurement input	0	0
New Avenue Warrant [Member] \| Measurement Input, Expected Term [Member] \| Minimum [Member]
Derivative, measurement input	0.0041	0.0075
New Avenue Warrant [Member] \| Measurement Input, Expected Term [Member] \| Maximum [Member]
Derivative, measurement input	0.0375	0.045
New Avenue Warrant [Member] \| Measurement Input, Probability of Change of Control [Member]
Derivative, measurement input	0.10	0.25
New Avenue Warrant [Member] \| Measurement Input, Probability of Dissolution [Member]
Derivative, measurement input	0.55	0.50
New Avenue Warrant [Member] \| Measurement Input, Probability of Other Outcome [Member]
Derivative, measurement input	0.35	0.25
Tranche A Warrant [Member] \| Measurement Input, Price Volatility [Member] \| Minimum [Member]
Derivative, measurement input	0.977	1
Tranche A Warrant [Member] \| Measurement Input, Price Volatility [Member] \| Maximum [Member]
Derivative, measurement input	1.095	1.10
Tranche A Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Minimum [Member]
Derivative, measurement input	0.038	0.0413
Tranche A Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member] \| Maximum [Member]
Derivative, measurement input	0.043	0.0474
Tranche A Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Derivative, measurement input	0	0
Tranche A Warrant [Member] \| Measurement Input, Expected Term [Member] \| Minimum [Member]
Derivative, measurement input	0.0058	0.0108
Tranche A Warrant [Member] \| Measurement Input, Expected Term [Member] \| Maximum [Member]
Derivative, measurement input	0.0171	0.0246
Tranche A Warrant [Member] \| Measurement Input, Probability of NDA Acceptance [Member]
Derivative, measurement input	0.20	0.20
Tranche A Warrant [Member] \| Measurement Input, Probability of Dissolution [Member]
Derivative, measurement input	0.55	0.50
Tranche A Warrant [Member] \| Measurement Input, Probability of Fundamental Transaction [Member]
Derivative, measurement input	0.10	0.25
Tranche A Warrant [Member] \| Measurement Input, Probability of Other Outcome [Member]
Derivative, measurement input	0.15	0.05
Contingent Earnout Shares [Member] \| Measurement Input, Price Volatility [Member]
Derivative, measurement input	1.04	1.15
Contingent Earnout Shares [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Derivative, measurement input	0.039	0.042
Contingent Earnout Shares [Member] \| Measurement Input, Expected Dividend Rate [Member]
Derivative, measurement input		0
Contingent Earnout Shares [Member] \| Measurement Input, Expected Dividend Rate [Member] \| Minimum [Member]
Derivative, measurement input	0
Contingent Earnout Shares [Member] \| Measurement Input, Expected Term [Member]
Derivative, measurement input	1.25	2

Note 14 - Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
(in thousands, except share and per share data)	*2024*			*2023*			*2024*			*2023*
Numerator:
Net loss attributable to common stockholders	$	(7,986	)	$	(2,418	)	$	(25,851	)	$	(39,331	)
Denominator:
Weighted average common shares outstanding		6,557,839			6,420,274			6,467,771			4,851,348
Net loss per share attributable to common stockholders – basic and diluted	$	(1.22	)	$	(0.38	)	$	(4.00	)	$	(8.11	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Convertible notes payable (see Note 8)		62,500		86,635		62,500		86,635
Common stock warrants (see Note 13)		5,271,604		5,271,604		5,271,604		5,271,604
Options to purchase common stock (see Note 11)		1,896,044		1,074,318		1,896,044		1,074,318
Unvested restricted stock awards (see Note 11)		37,441		39,486		37,441		39,486
Contingent earn-out shares (see Note 2)		329,628		329,628		329,628		329,628
Total shares excluded from diluted net loss per share		7,597,217		6,801,671		7,597,217		6,801,671

Note 5 - Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and equipment, gross	$ 15,509	$ 16,150
Less accumulated depreciation	(7,472)	(6,887)
Total property and equipment, net	8,037	9,263
Equipment [Member]
Property and equipment, gross	3,437	4,092
Office Equipment [Member]
Property and equipment, gross	178	178
Computer Equipment [Member]
Property and equipment, gross	459	459
Leasehold Improvements [Member]
Property and equipment, gross	9,983	9,983
Construction in Progress [Member]
Property and equipment, gross	$ 1,452	$ 1,438

Note 6 - Accrued Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	*September 30,*		*December 31,*
(in thousands)	*2024*		*2023*
Accrued compensation and benefits	$	3,691	$	2,120
Deferred grants		2,060		438
Accrued CRO and clinical fees		804		481
Other		178		681
Total accrued liabilities	$	6,733	$	3,720

Note 6 - Accrued Liabilities

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 6. Accrued Liabilities

Accrued liabilities as of September 30, 2024 and December 31, 2023 were as follows:

	*September 30,*		*December 31,*
(in thousands)	*2024*		*2023*
Accrued compensation and benefits	$	3,691	$	2,120
Deferred grants		2,060		438
Accrued CRO and clinical fees		804		481
Other		178		681
Total accrued liabilities	$	6,733	$	3,720

Note 10 - Income Taxes (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
(in thousands)	*2024*			*2023*			*2024*			*2023*
United States	$	(7,940	)	$	(2,206	)	$	(25,720	)	$	(38,608	)
Foreign		(46	)		(212	)		(131	)		(723	)
Net loss before income taxes	$	(7,986	)	$	(2,418	)	$	(25,851	)	$	(39,331	)

Note 7 - Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Amortization	$ 12	$ 16	$ 57	$ 57
Interest on lease liabilities	0	1	0	10
Operating lease costs	255	254	764	758
Short-term lease costs	0	1	2	3
Variable lease costs	88	70	217	192
Total lease costs	$ 355	$ 342	$ 1,040	$ 1,020

Note 11 - Benefit Plans - Activity Related to Restricted Stock Awards (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Converted to shares of Common Stock upon vesting, number of restricted stock awards (in shares) \| shares	(543)
Converted to shares of Common Stock upon vesting, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 23
Forfeited, number of restricted stock awards (in shares) \| shares	(959)
Forfeited, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 196.84
Restricted Stock [Member]
Unvested balance, number of restricted stock awards (in shares) \| shares	38,943
Unvested balance, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 194.41
Unvested balance, number of restricted stock awards (in shares) \| shares	37,441
Unvested balance, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 196.84

Note 16 - Subsequent Events

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

Note 16. Subsequent Events

On October 1, 2024, we closed a registered direct offering (the “Offering”) pursuant to a placement agency agreement with Canaccord, pursuant to which Canaccord acted as our exclusive placement agent in connection with the offer and sale of 725,000 shares of Common Stock and pre-funded warrants to purchase up to 17,626 shares of Common Stock at an exercise price of $0.001 per share. The aggregate gross proceeds from the Offering were approximately $3.5 million, before deducting placement agent fees and expenses and other expenses payable by us. We paid Canaccord a placement agent fee of 6.00% of the aggregate gross proceeds of the Offering. The Offering was made pursuant to our registration statement on Form S-3 (file number 333-264299), which was declared effective on April 26, 2022, and our prospectus supplement relating to the Offering.

Additionally, in separate, concurrent Private Placements, we also sold 379,930 shares of Common Stock, pre-funded warrants to purchase up to 424,358 shares of Common Stock at an exercise price of $0.001 per share, and warrants to purchase up to 1,546,914 shares of Common Stock at an exercise price of $4.82 per share. The aggregate gross proceeds from the Private Placements were approximately $3.8 million, of which $1.3 million was contributed by certain of our directors, executive officers and their affiliated entities. The Private Placements closed on October 1, 2024 and as of September 30, 2024, we had received cash of $3.8 million which we recorded as share subscriptions payable on the condensed consolidated balance sheets. We are currently evaluating the accounting for the proceeds from the Offering and Private Placements and the classification of the associated equity securities.

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Dec. 30, 2020
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	300,000,000
Common stock, shares issued (in shares)	6,857,170	6,421,084
Common stock, shares outstanding (in shares)	6,857,170	6,421,084

Note 8 - Notes Payable and Convertible Notes Payable - Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Future debt payments, net	$ 11,951	$ 16,915
Less notes payable, current portion, net of unamortized discount and debt issuance costs	(10,875)	(14,627)
Notes payable, net of current portion	1,668	1,894
Notes payable	11,951	16,915
Notes Payable [Member]
Unamortized premium (discount) and debt issuance costs	592	(394)
Less notes payable, current portion, net of unamortized discount and debt issuance costs	(10,875)	(14,627)
Notes payable, net of current portion	1,668	1,894
Convertible Notes Payable [Member]
Future debt payments, net	5,312	10,308
Unamortized premium (discount) and debt issuance costs	(41)	(174)
Notes payable, net of current portion	5,271	5,258
Notes payable	5,312	10,308
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs	$ 0	(4,876)
The 2019 Cecil Loan [Member] \| Notes Payable [Member]
Interest Rate	8.00%
Future debt payments, net	$ 144	138
Unamortized premium (discount) and debt issuance costs	0
Notes payable	$ 144	138
The 2019 Maryland DHCD [Member] \| Notes Payable [Member]
Interest Rate	8.00%
Future debt payments, net	$ 724	694
Notes payable	$ 724	694
The 2022 Maryland DHCD [Member] \| Notes Payable [Member]
Interest Rate	6.00%
Future debt payments, net	$ 1,083	1,083
Notes payable	$ 1,083	1,083
Avenue [Member] \| Notes Payable [Member]
Interest Rate	15.10%
Future debt payments, net	$ 10,000	15,000
Notes payable	$ 10,000	15,000
Avenue [Member] \| Convertible Notes Payable [Member]
Interest Rate	15.10%
Future debt payments, net	$ 0	5,000
Notes payable	0	5,000
The 2022 DHCD Loan [Member] \| Notes Payable [Member]
Future debt payments, net	5,271
Unamortized premium (discount) and debt issuance costs	(41)
Notes payable	$ 5,271
The 2022 DHCD Loan [Member] \| Convertible Notes Payable [Member]
Interest Rate	6.00%
Future debt payments, net	$ 5,312	5,308
Notes payable	$ 5,312	$ 5,308

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Total revenue	$ 87	$ 108	$ 251	$ 484
Operating expenses:
Cost of revenue	18	12	52	83
Research and development	4,471	5,972	14,490	19,982
General and administrative	3,413	3,666	10,147	11,029
Total operating expenses	7,902	9,650	24,689	31,094
Loss from operations	(7,815)	(9,542)	(24,438)	(30,610)
Other income (expense), net:
Interest income	127	546	755	931
Interest expense	(1,022)	(1,188)	(3,548)	(3,358)
Commitment share expense	0	0	0	(402)
Issuance costs for common stock warrant liabilities	0	0	0	(333)
Loss on initial issuance of equity	0	0	0	(14,840)
Change in fair value of common stock warrant liabilities	697	6,341	956	5,958
Change in fair value of Clene Nanomedicine contingent earn-out liability	0	1,004	75	2,114
Change in fair value of Initial Stockholders contingent earn-out liability	0	129	10	272
Research and development tax credits and unrestricted grants	27	247	339	902
Other income, net	0	45	0	35
Total other income (expense), net	(171)	7,124	(1,413)	(8,721)
Net loss before income taxes	(7,986)	(2,418)	(25,851)	(39,331)
Income tax expense	0	0	0	0
Net loss	(7,986)	(2,418)	(25,851)	(39,331)
Other comprehensive income (loss):
Unrealized gain (loss) on available-for-sale securities	1	(4)	(1)	16
Foreign currency translation adjustments	52	(81)	25	(130)
Total other comprehensive income (loss)	53	(85)	24	(114)
Comprehensive loss	$ (7,933)	$ (2,503)	$ (25,827)	$ (39,445)
Net loss per share – basic and diluted (in dollars per share)	$ (1.22)	$ (0.38)	$ (4)	$ (8.11)
Weighted average common shares used to compute basic and diluted net loss per share (in shares)	6,557,839	6,420,274	6,467,771	4,851,348
Product [Member]
Revenue:
Total revenue	$ 65	$ 65	$ 173	$ 355
Royalty [Member]
Revenue:
Total revenue	$ 22	$ 43	$ 78	$ 129

Note 7 - Leases - Maturity Analysis of Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
2024 (remainder)	$ 48
2025	1,458
2026	1,236
2027	1,132
2028	1,093
2029	649
Thereafter	1,045
Total minimum lease payments	6,661
Less amount representing interest/discounting	(1,594)
Present value of minimum lease payments	5,067
Less lease obligations, current portion	732	$ 576
Lease obligations, net of current portion	$ 4,335	$ 4,903

Note 11 - Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Share-Based Payment Arrangement, Cost by Plan [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
General and administrative	$	1,126	$	1,311	$	3,310	$	3,888
Research and development		1,062		1,085		2,842		3,182
Total stock-based compensation expense	$	2,188	$	2,396	$	6,152	$	7,070

	*Three Months Ended September 30,*					*Nine Months Ended September 30,*
(in thousands)	*2024*			*2023*		*2024*		*2023*
Stock options	$	2,194		$	2,384	$	6,147	$	7,044
Stock awards		(6	)		12		5		26
Total stock-based compensation expense	$	2,188		$	2,396	$	6,152	$	7,070

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

(in thousands, except share, per share, and term data)	*Number of Options*			*Weighted Average Exercise Price Per Share*		*Weighted Average Remaining Term (Years)*		*Intrinsic Value*
Outstanding – December 31, 2023		1,092,343		$	45.20		7.28	$	302
Granted		918,849			7.04		9.72		—
Exercised		(41,090	)		3.00		—		65
Forfeited		(12,288	)		88.26		—		—
Expired		(61,770	)		—		—		—
Outstanding – September 30, 2024		1,896,044		$	28.76		8.43	$	—
Vested and exercisable – September 30, 2024		728,239		$	51.48		7.05	$	—
Vested, exercisable or expected to vest – September 30, 2024		1,896,044		$	28.76		8.43	$	—

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Nine Months Ended September 30,
	2024			2023
Expected stock price volatility		97.78% –111.49	%		96.22% –103.24	%
Risk-free interest rate		3.62% –4.58	%		3.26% –4.41	%
Expected dividend yield		0.00	%		0.00	%
Expected term of options (in years)		5.00 –10.00			5.00 –6.43

Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]

	*Number of Stock Awards*			*Weighted Average Grant Date Fair Value*
Unvested balance – December 31, 2023		38,943		$	194.41
Converted to shares of Common Stock upon vesting		(543	)		23.00
Forfeited		(959	)		196.84
Unvested balance – September 30, 2024		37,441		$	196.84

Note 13 - Capital Stock - Outstanding Warrants (Details) - $ / shares

Sep. 30, 2024

Dec. 31, 2023

Number of shares issuable (in shares)

5,271,604

Common Stock Warrant Exercisable on December 2020, One [Member]

Exercise price (in dollars per share)

^[1]

$ 230

Number of shares issuable (in shares)

^[1]

120,375

Common Stock Warrant Exercisable on December 2020, Two [Member]

Exercise price (in dollars per share)

^[2]

$ 230

Number of shares issuable (in shares)

^[2]

1,229

Common Stock Warrant Exercisable on June 2023, One [Member]

Exercise price (in dollars per share)

^[3]

$ 4.6014

Number of shares issuable (in shares)

^[4]

150,000

Common Stock Warrant Exercisable on June 2023, Two [Member]

Exercise price (in dollars per share)

^[5]

$ 22

Number of shares issuable (in shares)

^[5]

2,500,000

Common Stock Warrant Exercisable on June 2023, Three [Member]

Exercise price (in dollars per share)

^[6]

$ 30

Number of shares issuable (in shares)

^[6]

2,500,000

[1]	Represents 120,375 shares of Common Stock underlying warrants to purchase one-fortieth (1/40) of one share of Common Stock, issued during Tottenham’s initial public offering. We may redeem the outstanding warrants at $0.01 per warrant if the last sales price of our Common Stock equals or exceeds $330.00 per share for any 20 trading days within a 30-trading day period. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.
[2]	Represents 1,229 shares of Common Stock underlying warrants to purchase one-fortieth (1/40) of one share of Common Stock, issued to the financial advisor and lead underwriter of Tottenham’s initial public offering upon their exercise of a unit purchase option in July 2021. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.
[3]	As of December 31, 2023, the exercise price was $16.00 per share. As of September 30, 2024, the exercise price was reduced to $4.6014 per share pursuant to the Third Amendment.
[4]	Represents 150,000 shares of Common Stock underlying the 2023 Avenue Warrant, issued pursuant to the Second Amendment (see Note 8). As of September 30, 2024 and December 31, 2023, the warrant had not been exercised.
[5]	Represents 2,500,000 shares of Common Stock underlying the Tranche A Warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.
[6]	Represents 2,500,000 shares of Common Stock underlying the Tranche B Warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.

Note 1 - Nature of the Business (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 01, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 30, 2020
Common Stock, Par or Stated Value Per Share (in dollars per share)		$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001
Operating Income (Loss)		$ (7,815)	$ (9,542)	$ (24,438)	$ (30,610)
Retained Earnings (Accumulated Deficit)		(268,574)		(268,574)		$ (242,723)
Cash, Cash Equivalents, and Short-Term Investments		14,600		14,600		$ 35,000
Net Cash Provided by (Used in) Operating Activities				(16,461)	$ (22,999)
Minimum Cash Balance For Loan Covenant				$ 5,000
ATM Facility [Member]
Proceeds from Issuance or Sale of Equity		2,100
Registered Direct Offering [Member] \| Subsequent Event [Member]
Proceeds from Issuance or Sale of Equity	$ 3,500
Private Placement [Member]
Proceeds from Issuance or Sale of Equity		$ 3,800
Private Placement [Member] \| Subsequent Event [Member]
Proceeds from Issuance or Sale of Equity	$ 3,800

Note 8 - Notes Payable and Convertible Notes Payable (Details Textual)					1 Months Ended								2 Months Ended		3 Months Ended				4 Months Ended	9 Months Ended
	Oct. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Apr. 30, 2019 USD ($)	Feb. 28, 2019 USD ($)	Dec. 31, 2024 USD ($)	Nov. 30, 2024 USD ($)	Oct. 31, 2024 USD ($)	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares	May 31, 2022 USD ($)	Sep. 30, 2021 USD ($)	May 31, 2021 USD ($) $ / shares shares	Feb. 28, 2025 USD ($)	Dec. 31, 2024 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Apr. 30, 2025 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)
Proceeds from Notes Payable, Total																				$ 0	$ 350,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares		5,271,604													5,271,604		5,271,604			5,271,604
Fair Value Adjustment of Warrants															$ (697,000)			$ (6,341,000)		$ (956,000)	(5,958,000)
New Avenue Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares																	150,000
Convertible Notes Payable [Member]
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net		$ 41,000													$ 41,000		$ 174,000			$ 41,000
Avenue [Member] \| Warrants Issued with 2021 Avenue Loan [Member]
Warrants and Rights Outstanding												$ 1,500,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) \| shares												150,000
Avenue [Member] \| New Avenue Warrant [Member]
Warrants and Rights Outstanding												$ 700,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) \| $ / shares		$ 4.6014										$ 16			$ 4.6014					$ 4.6014
Fair Value Adjustment of Warrants															$ 100,000
Avenue [Member] \| Minimum [Member] \| Public Equity Offering [Member]
Equity Milestone 1 Condition for Extended Interest Only Period								$ 35,000,000
The 2019 MD Loan [Member] \| Department of Housing and Community Development [Member]
Debt Instrument, Face Amount				$ 500,000
Debt Instrument, Interest Rate, Stated Percentage				8.00%
Debt Instrument, Convertible, Number of Equity Instruments				5,995
Interest Expense, Debt															10,000			10,000		$ 30,000	30,000
The 2019 Cecil Loan [Member] \| Advance Cecil Inc. [Member]
Debt Instrument, Face Amount			$ 100,000
Debt Instrument, Interest Rate, Stated Percentage			8.00%
Debt Instrument, Convertible, Number of Equity Instruments			1,199
Interest Expense, Debt															2,000			2,000		6,000	6,000
The 2022 MD Loan [Member] \| Department of Housing and Community Development [Member]
Debt Instrument, Face Amount										$ 3,000,000
Debt Instrument, Interest Rate, Stated Percentage										6.00%
Interest Expense, Debt															15,000			15,000		46,000	43,000
Proceeds from Loans																$ 1,000,000
Debt Instrument, Monthly Interest-only Payments, Maximum Amount, First Eighteen Installments										$ 15,000
Debt Instrument, Monthly Principal and Interest Payment, for the Next Thirty Installments										33,306
Interest Payable		$ 50,000													$ 50,000		50,000			$ 50,000
Debt Issuance Costs, Gross										$ 31,000
The 2022 DHCD Loan [Member] \| Convertible Notes Payable [Member]
Debt Instrument, Interest Rate, Stated Percentage		6.00%													6.00%					6.00%
The 2022 DHCD Loan [Member] \| Department of Housing and Community Development [Member]
Debt Instrument, Face Amount									$ 5,000,000
Debt Instrument, Interest Rate, Stated Percentage									6.00%
Interest Expense, Debt															$ 100,000			100,000		$ 200,000	200,000
Interest Payable		$ 300,000													300,000		$ 300,000			300,000
Debt Issuance Costs, Gross									$ 100,000
Debt Instrument, Convertible, Minimum Increment of Principal for Exercise									$ 1,000,000
Debt Conversion, Conversion Price, Percent of 30-day Trailing Volume-weighted Average Sale Price of Common Stock									97.00%
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares									$ 80
Coupon Interest Expense															100,000			100,000		200,000	200,000
Amortization of Debt Issuance Costs and Discounts															$ 3,000			1,000		$ 8,000	(1,000)
Debt Instrument, Interest Rate, Effective Percentage		5.99%													5.99%		5.91%			5.99%
The 2021 Avenue Loan [Member] \| Avenue [Member]
Debt Instrument, Face Amount												$ 30,000,000
Debt Instrument, Interest Rate, Stated Percentage												3.25%
Interest Expense, Debt															$ 800,000			1,100,000		$ 3,100,000	3,000,000
Debt Instrument, Basis Spread on Variable Rate												6.60%
Debt Instrument, Interest Rate During Period																15.10%	14.10%
Debt Issuance Costs, Net												$ 800,000
Debt Issuance Costs Expensed												$ 47,000
Debt Instrument, Interest Only Payments, Period (Month)												12 months
Debt Instrument, First Interest-only Period Extension (Month)												12 months
Debt Instrument, Periodic Payment, Principal	$ 3,300,000	$ 3,300,000													3,300,000
Additional Payment at Debt Maturity, Percentage of Principal												4.25%
Additional Payment at Debt Maturity												$ 900,000
Debt Instrument, Convertible, Maximum Conversion Amount																$ 5,000,000
Debt Instrument, Covenant, Cash and Certain Cash Equivalents, Minimum		$ 5,000,000													5,000,000					5,000,000
The 2021 Avenue Loan [Member] \| Avenue [Member] \| Convertible Notes Payable [Member]
Interest Expense, Debt																		300,000		400,000	800,000
Coupon Interest Expense																		$ 200,000		300,000	600,000
Amortization of Debt Issuance Costs and Discounts															$ 100,000					$ 100,000	$ 200,000
Debt Instrument, Interest Rate During Period															22.79%					17.52%	22.79%
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net																	$ 100,000
The 2021 Avenue Loan [Member] \| Avenue [Member] \| Forecast [Member]
Debt Instrument, Periodic Payment, Principal					$ 500,000	$ 500,000							$ 500,000						$ 1,800,000
Debt Instrument, Covenant, Minimum Gross Proceeds from Equity Securities Required														$ 10,000,000
The 2021 Avenue Loan [Member] \| Avenue [Member] \| Subsequent Event [Member]
Debt Instrument, Periodic Payment, Principal							$ 2,000,000
The 2021 Avenue Loan [Member] \| Avenue [Member] \| Notes Payable, Tranche 1 [Member]
Proceeds from Notes Payable, Total											$ 5,000,000	15,000,000
The 2021 Avenue Loan [Member] \| Avenue [Member] \| Notes Payable, Tranche 2 [Member]
Debt Instrument, Unfunded Balance												$ 10,000,000

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Nov. 05, 2024
Document Information [Line Items]
Entity Central Index Key	0001822791
Entity Registrant Name	Clene Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	01-39834
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2828339
Entity Address, Address Line One	6550 South Millrock Drive, Suite G50
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84121
City Area Code	801
Local Phone Number	676-9695
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,979,726
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, to acquire one-fortieth of one share of Common Stock for $230.00 per share
Trading Symbol	CLNNW
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	CLNN
Security Exchange Name	NASDAQ

Note 14 - Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 14. Net Loss Per Share

The computation of basic and diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 and 2023 was as follows:

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
(in thousands, except share and per share data)	*2024*			*2023*			*2024*			*2023*
Numerator:
Net loss attributable to common stockholders	$	(7,986	)	$	(2,418	)	$	(25,851	)	$	(39,331	)
Denominator:
Weighted average common shares outstanding		6,557,839			6,420,274			6,467,771			4,851,348
Net loss per share attributable to common stockholders – basic and diluted	$	(1.22	)	$	(0.38	)	$	(4.00	)	$	(8.11	)

The following shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the three and nine months ended September 30, 2024 and 2023 because they were antidilutive, out-of-the-money, or the issuance of such shares is contingent upon certain conditions which were not satisfied by the end of the period:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
	*2024*		*2023*		*2024*		*2023*
Convertible notes payable (see Note 8)		62,500		86,635		62,500		86,635
Common stock warrants (see Note 13)		5,271,604		5,271,604		5,271,604		5,271,604
Options to purchase common stock (see Note 11)		1,896,044		1,074,318		1,896,044		1,074,318
Unvested restricted stock awards (see Note 11)		37,441		39,486		37,441		39,486
Contingent earn-out shares (see Note 2)		329,628		329,628		329,628		329,628
Total shares excluded from diluted net loss per share		7,597,217		6,801,671		7,597,217		6,801,671

Note 10 - Income Taxes

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 10. Income Taxes

The components of loss before income taxes for the three and nine months ended September 30, 2024 and 2023 were as follows:

	*Three Months Ended September 30,*						*Nine Months Ended September 30,*
(in thousands)	*2024*			*2023*			*2024*			*2023*
United States	$	(7,940	)	$	(2,206	)	$	(25,720	)	$	(38,608	)
Foreign		(46	)		(212	)		(131	)		(723	)
Net loss before income taxes	$	(7,986	)	$	(2,418	)	$	(25,851	)	$	(39,331	)

We are subject to taxation in the U.S., Australia, Netherlands, and various state jurisdictions. Our tax returns from 2017 to present are subject to examination by the U.S. and state authorities due to the carry forward of unutilized net operating losses and research and development credits. There are currently no pending examinations. We compute our quarterly income tax provision by using a forecasted annual effective tax rate and adjust for any discrete items arising during the quarter. The primary difference between the effective tax rate and the federal statutory tax rate relates to the full valuation allowance on our net operating losses and other deferred tax assets.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024	Sep. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		Item 5. Other Information During the three months ended September 30, 2024, none of our officers or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Rule 10b5-1 Arrangement Terminated [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false

Note 11 - Benefit Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total stock-based compensation expense	$ 2,188	$ 2,396	$ 6,152	$ 7,070
Share-Based Payment Arrangement, Option [Member]
Total stock-based compensation expense	2,194	2,384	6,147	7,044
Restricted Stock Awards [Member]
Total stock-based compensation expense	(6)	12	5	26
General and Administrative Expense [Member]
Total stock-based compensation expense	1,126	1,311	3,310	3,888
Research and Development Expense [Member]
Total stock-based compensation expense	$ 1,062	$ 1,085	$ 2,842	$ 3,182

Note 15 - Related Party Transactions (Details Textual)	1 Months Ended	9 Months Ended
Note 15 - Related Party Transactions (Details Textual)	Aug. 31, 2018	Sep. 30, 2024
Related Party Transaction, Royalty Fee Rate for Revenues	3.00%
Supply Agreement [Member] \| 4Life [Member]
Related Party Transaction, Rate	20.00%
License Agreement [Member] \| 4Life [Member]
Related Party Transaction, Exclusive Supply Term (Year)		5 years

Note 1 - Nature of the Business

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

Note 1. Nature of the Business

Clene Inc. (the “Company,” “we,” “us,” or similar such references) is a clinical-stage pharmaceutical company pioneering the discovery, development, and commercialization of novel clean-surfaced nanotechnology therapeutics. We have developed an electro-crystal-chemistry drug development platform which enables production of concentrated, stable, highly active, clean-surfaced nanocrystal suspensions. We have multiple drug assets currently in development for applications primarily in neurology. Our efforts are currently focused on addressing the high unmet medical needs in central nervous system disorders including amyotrophic lateral sclerosis (“ALS”), multiple sclerosis (“MS”), and Parkinson’s disease (“PD”). Our patented electro-crystal-chemistry manufacturing platform further enables us to develop very low concentration dietary supplements to advance the health and well-being of broad populations. These dietary supplements can vary greatly and include nanocrystals of varying composition, shapes and sizes as well as ionic solutions with diverse metallic constituents. Dietary supplements are marketed and distributed through our wholly owned subsidiary, dOrbital, Inc., or through an exclusive license with 4Life Research LLC (“4Life”), an international supplier of health supplements, stockholder, and related party (see Note 15).

Clene Nanomedicine, Inc. (“Clene Nanomedicine”) became a public company on December 30, 2020 (the “Closing Date”) when it completed a reverse recapitalization (the “Reverse Recapitalization”) with Tottenham Acquisition I Limited (“Tottenham”), Tottenham’s wholly-owned subsidiary and our predecessor, Chelsea Worldwide Inc., and Creative Worldwide Inc., a wholly-owned subsidiary of Chelsea Worldwide Inc. On the Closing Date, Chelsea Worldwide Inc. changed its name to Clene Inc. and listed its shares of common stock, par value $0.0001 per share (“Common Stock”) on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CLNN.”

Going Concern

We incurred a loss from operations of $7.8 million and $9.5 million for the three months ended September 30, 2024 and 2023, respectively; and $24.4 million and $30.6 million for the nine months ended September 30, 2024 and 2023, respectively. Our accumulated deficit was $268.6 million and $242.7 million as of September 30, 2024 and December 31, 2023, respectively. Our cash, cash equivalents, and marketable securities totaled $14.6 million and $35.0 million as of September 30, 2024 and December 31, 2023, respectively, and net cash used in operating activities was $16.5 million and $23.0 million for the nine months ended September 30, 2024 and 2023, respectively.

We have incurred significant losses and negative cash flows from operations since our inception. We have not generated significant revenues since our inception, and we do not anticipate generating significant revenues unless we successfully complete development and obtain regulatory approval for commercialization of a drug candidate. We expect to incur additional losses in the future, particularly as we advance the development of our clinical-stage drug candidates, continue research and development of our preclinical drug candidates, and initiate additional clinical trials of, and seek regulatory approval for, these and other future drug candidates. We expect that within the next twelve months, we will not have sufficient cash and other resources on hand to sustain our current operations or meet our obligations as they become due unless we obtain additional financing. Additionally, pursuant to our term loan with Avenue Venture Opportunities Fund, L.P. (“Avenue”), we are required to maintain unrestricted cash and cash equivalents of at least $5.0 million to avoid acceleration of the full balance of the loan (see Note 8). These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

To mitigate our funding needs, we plan to raise additional funding, including exploring equity financing and offerings, debt financing, licensing or collaboration arrangements with third parties, as well as utilizing our existing at-the-market facility, equity purchase agreement, and potential proceeds from the exercise of outstanding warrants and stock options. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of our plans will result in the necessary funding to continue current operations. During the three months ended September 30, 2024, we generated $2.1 million of gross proceeds from our equity distribution agreement (the “ATM Agreement”) and subsequent to September 30, 2024, we raised $3.5 million from a registered direct offering of equity securities and an additional $3.8 million that we received as of September 30, 2024 from separate, concurrent private placements (the “Private Placements”) of equity securities that closed on October 1, 2024. We have implemented cost-saving initiatives, including delaying and reducing certain research and development programs and commercialization efforts and elimination of certain staff positions. We have concluded that our plans do not alleviate the substantial doubt about our ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As a result, the accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.

Note 7 - Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating cash flows from operating leases	$ (983)	$ (953)
Operating cash flows from finance leases	0	(10)
Payments of finance lease obligations	$ (27)	$ (63)

Note 11 - Benefit Plans - Activity Related to Outstanding Stock Options (Details) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
Beginning balance outstanding, number of options (in shares) \| shares	1,092,343
Beginning balance outstanding, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 45.2
Outstanding, weighted average remaining term (Year)	8 years 5 months 4 days	7 years 3 months 10 days
Outstanding, intrinsic value \| $	$ 302
Granted, number of options (in shares) \| shares	918,849
Granted, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 7.04
Granted, weighted average remaining term (Year)	9 years 8 months 19 days
Exercised, number of options (in shares) \| shares	(41,090)
Exercised, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 3
Exercised, intrinsic value \| $	$ 65
Forfeited, number of options (in shares) \| shares	(12,288)
Forfeited, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 88.26
Expired, number of options (in shares) \| shares	(61,770)
Expired, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 0
Ending balance outstanding, number of options (in shares) \| shares	1,896,044	1,092,343
Ending balance outstanding, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 28.76	$ 45.2
Outstanding, intrinsic value \| $	$ 0	$ 302
Vested and exercisable, number of options (in shares) \| shares	728,239
Vested and exercisable, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 51.48
Vested and exercisable, weighted average remaining term (Year)	7 years 18 days
Vested and exercisable, intrinsic value \| $	$ 0
Vested, exercisable and expected to vest, number of options (in shares) \| shares	1,896,044
Vested, exercisable and expected to vest, weighted average exercise price per share (in dollars per share) \| $ / shares	$ 28.76
Vested, exercisable or expected to vest, weighted average remaining term (Year)	8 years 5 months 4 days
Vested, exercisable or expected to vest, intrinsic value \| $	$ 0

Note 7 - Leases (Details Textual)	1 Months Ended
Note 7 - Leases (Details Textual)	Sep. 30, 2022	Feb. 28, 2022	Sep. 30, 2021	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Number of Real Estate Leases					3
Operating Lease, Weighted Average Discount Rate, Percent				9.60%		9.60%
Operating Lease, Weighted Average Remaining Lease Term (Year)				5 years 8 months 12 days		6 years 4 months 24 days
Finance Lease, Weighted Average Discount Rate, Percent						11.00%
Finance Lease, Weighted Average Remaining Lease Term (Year)						4 months 24 days
Lease for Laboratory Space [Member]
Lessee, Operating Lease, Term of Contract (Year)		7 years	10 years
Lessee, Operating Lease, Option To Extend Period (Year)	5 years	10 years	10 years
Lessee, Operating Lease, Renewal Term (Year)	7 years

Note 15 - Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
Product revenue from related parties	$	64	$	64	$	171	$	320
Royalty revenue from related parties		22		43		78		129
Total revenue from related parties	$	86	$	107	$	249	$	449

Note 12 - Fair Value (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	*September 30, 2024*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
Money market funds	$	3,897	$	—	$	—	$	3,897
Common stock warrant liabilities		—		—		592		592

	*December 31, 2023*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
U.S. Treasury securities	$	—	$	19,884	$	—	$	19,884
Money market funds		5,113		—		—		5,113
Marketable securities:
U.S. Treasury securities		—		6,179		—		6,179
Common stock warrant liabilities		—		—		1,481		1,481
Clene Nanomedicine contingent earn-out liability		—		—		75		75
Initial Stockholders contingent earn-out liability		—		—		10		10

(in thousands)	*Common Stock Warrant Liabilities*			*Clene Nanomedicine Contingent Earn-out*			*Initial Stockholders Contingent Earn-out*
Balance – December 31, 2023	$	1,481		$	75		$	10
Change in fair value		(956	)		(75	)		(10	)
Change in 2023 Avenue Warrant fair value pursuant to the Third Amendment recorded as a debt discount		67			—			—
Balance – September 30, 2024	$	592		$	—		$	—

(in thousands)	*Common Stock Warrant Liabilities*			*Clene Nanomedicine Contingent Earn-out*			*Initial Stockholders Contingent Earn-out*
Balance – December 31, 2022	$	—		$	2,264		$	291
Initial fair value of instruments		7,818			—			—
Change in fair value		(5,958	)		(2,114	)		(272	)
Balance – September 30, 2023	$	1,860		$	150		$	19

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	September 30,			December 31,
	2024			2023
Expected stock price volatility		108.40% –114.80	%		105.00% –110.00	%
Risk-free interest rate		3.60% –4.50	%		3.88% –5.03	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.41 –3.75			0.75 –4.50
Probability of change of control		10.00	%		25.00	%
Probability of dissolution		55.00	%		50.00	%
Probability of other outcome		35.00	%		25.00	%

	September 30,			December 31,
	2024			2023
Expected stock price volatility		97.70% –109.50	%		100.00% –110.00	%
Risk-free interest rate		3.80% –4.30	%		4.13% –4.74	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.58 –1.71			1.08 –2.46
Probability of NDA acceptance		20.00	%		20.00	%
Probability of fundamental transaction		10.00	%		25.00	%
Probability of dissolution		55.00	%		50.00	%
Probability of other outcome		15.00	%		5.00	%

	*September 30,*			*December 31,*
	*2024*			*2023*
Expected stock price volatility		104.00	%		115.00	%
Risk-free interest rate		3.90	%		4.20	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		1.25			2.00

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 14,645	$ 28,821
Marketable securities	0	6,179
Accounts receivable	0	143
Inventory	128	37
Prepaid expenses and other current assets	4,925	3,672
Total current assets	19,698	38,852
Restricted cash	58	58
Operating lease right-of-use assets	3,776	4,168
Property and equipment, net	8,037	9,263
TOTAL ASSETS	31,569	52,341
Current liabilities:
Accounts payable	1,678	1,504
Accrued liabilities	6,733	3,720
Share subscriptions payable	3,810	0
Operating lease obligations, current portion	732	576
Finance lease obligations, current portion	0	27
Notes payable, current portion	10,875	14,627
Convertible notes payable, current portion	0	4,876
Total current liabilities	23,828	25,330
Operating lease obligations, net of current portion	4,335	4,903
Notes payable, net of current portion	1,668	1,894
Convertible notes payable, net of current portion	5,271	5,258
Common stock warrant liabilities	592	1,481
Clene Nanomedicine contingent earn-out liability	0	75
Initial Stockholders contingent earn-out liability	0	10
TOTAL LIABILITIES	35,694	38,951
Commitments and contingencies (Note 9)
Stockholders’ equity (deficit):
Common stock, $0.0001 par value: 600,000,000 and 300,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; 6,857,170 and 6,421,084 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	1	1
Additional paid-in capital	264,225	255,913
Accumulated deficit	(268,574)	(242,723)
Accumulated other comprehensive income	223	199
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	(4,125)	13,390
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 31,569	$ 52,341

Note 5 - Property and Equipment, Net - Schedule of Depreciation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Depreciation	$ 406	$ 439	$ 1,240	$ 1,283
General and Administrative Expense [Member]
Depreciation	67	66	200	200
Research and Development Expense [Member]
Depreciation	$ 339	$ 373	$ 1,040	$ 1,083

Note 2 - Summary of Significant Accounting Policies (Details Textual)		3 Months Ended		9 Months Ended		11 Months Ended
	Jul. 11, 2024 USD ($) $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Aug. 31, 2024 USD ($)	Apr. 09, 2024 USD ($)	Dec. 31, 2023 USD ($) $ / shares	Oct. 31, 2023 USD ($)
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares		$ 0.0001		$ 0.0001				$ 0.0001
Inventory, Raw Materials, Gross		$ 114,000		$ 114,000				$ 23,000
Inventory, Finished Goods, Gross		14,000		14,000				$ 14,000
Research and Development Expense		4,471,000	$ 5,972,000	14,490,000	$ 19,982,000
Grant Funding on Conditional Grants [Member]
Research and Development Expense		1,300,000	$ 200,000	3,300,000	$ 300,000
NIH Grant Total [Member]
Government Assistance, Award Amount									$ 45,100,000
Subawards [Member]
Government Assistance, Award Amount							$ 7,300,000
Government Assistance, Cash Receipt						$ 4,700,000
Accrued Expense Reimbursement		$ 700,000		$ 700,000
Reverse Recapitalization [Member] \| Clene Nanomedicine Contingent Earn-out [Member]
Business Combination, Contingent Earnout Shares, Milestone One (in shares) \| shares		166,928		166,928
Business Combination, Contingent Earnout, Milestone One, Minimum Price (in dollars per share) \| $ / shares		$ 300		$ 300
Business Combination, Contingent Earnout, Milestone One, Consecutive Trading Days (Day)				20 days
Business Combination, Contingent Earnout, Milestone One, Trading Day Period (Day)				30 days
Business Combination, Contingent Earnout, Milestone One, Period (Year)				3 years
Business Combination, Contingent Earnout Shares, Milestone Two (in shares) \| shares		125,200		125,200
Business Combination, Contingent Earnout, Milestone Two, Minimum Price (in dollars per share) \| $ / shares		$ 400		$ 400
Business Combination, Contingent Earnout, Milestone Two, Consecutive Trading Days (Day)				20 days
Business Combination, Contingent Earnout, Milestone Two, Trading Day Period (Day)				30 days
Business Combination, Contingent Earnout, Milestone Two, Period (Year)				5 years
Business Combination, Contingent Earnout, Milestone Two, Change of Control Period (Year)				5 years
Reverse Recapitalization [Member] \| Initial Stockholders Contingent Earn-out [Member]
Business Combination, Contingent Earnout Shares, Milestone One (in shares) \| shares		18,750		18,750
Business Combination, Contingent Earnout Shares, Milestone Two (in shares) \| shares		18,750		18,750
Maximum [Member] \| Subawards [Member]
Government Assistance, Award Amount									$ 30,900,000
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)		3 years		3 years
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)		5 years		5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)		3 years		3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)		7 years		7 years
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)		2 years		2 years
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)		5 years		5 years
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	20
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001
Adjustments to Additional Paid in Capital, Stock Split	$ 12,000

Note 15 - Related Party Transactions - Revenue From 4Life Agreement (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue	$ 87	$ 108	$ 251	$ 484
Related Party [Member]
Revenue	86	107	249	449
Product [Member]
Revenue	65	65	173	355
Product [Member] \| Related Party [Member]
Revenue	64	64	171	320
Royalty [Member]
Revenue	22	43	78	129
Royalty [Member] \| Related Party [Member]
Revenue	$ 22	$ 43	$ 78	$ 129

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (ee)
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Reference 6: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
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Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 7 - Leases - Assets Recorded Under Finance Leases (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Less accumulated depreciation	$ (449)
Net	187
Equipment [Member]
Finance lease asset, gross	$ 636

Note 7 - Leases

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Lessee, Operating and Finance Leases [Text Block]

Note 7. Leases

We lease laboratory and office space and certain laboratory equipment under non-cancellable operating and finance leases. The carrying value of our right-of-use lease assets is substantially concentrated in our real estate leases, while the volume of lease agreements is primarily concentrated in equipment leases. We expect that, in the normal course of business, the existing leases will be renewed or replaced by similar leases.

Operating Leases

Operating leases primarily consist of real estate leases for office and laboratory space. We have three real estate leases: (i) a laboratory and manufacturing facility which commenced in September 2021 with a ten-year term and an option to extend for two five-year periods, (ii) a laboratory and manufacturing facility which commenced in February 2022 with a seven-year term and an option to extend for two five-year periods, and (iii) our corporate office which commenced a renewed term in September 2022 for seven years with an option to extend for five years. We did not recognize the payments to be made in the option periods as part of the right-of-use asset or lease liability because the exercise of the option is not reasonably certain.

As of September 30, 2024 and December 31, 2023, our operating lease obligations had a weighted-average discount rate of 9.6% and 9.6%, respectively, and a weighted-average remaining term of 5.7 years and 6.4 years, respectively.

Finance Leases

We did not have any finance lease obligations as of September 30, 2024. Assets recorded under finance lease obligations and included within property and equipment as of December 31, 2023 were as follows:

	*December 31,*
(in thousands)	*2023*
Lab equipment	$	636
Less accumulated depreciation		(449	)
Net	$	187

As of December 31, 2023, our finance lease obligations had a weighted-average interest rate of 11.0% and a weighted-average remaining term of 0.4 years.

Maturity Analysis of Lease Obligations

The maturity analysis of our operating lease obligations as of September 30, 2024 was as follows:

(in thousands)	*Operating Leases*
2024 (remainder)	$	48
2025		1,458
2026		1,236
2027		1,132
2028		1,093
2029		649
Thereafter		1,045
Total minimum lease payments		6,661
Less amount representing interest/discounting		(1,594	)
Present value of minimum lease payments		5,067
Less lease obligations, current portion		(732	)
Lease obligations, net of current portion	$	4,335

Components of Lease Cost

The components of finance and operating lease costs for the three and nine months ended September 30, 2024 and 2023 were as follows:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
Finance lease costs:
Amortization	$	12	$	16	$	57	$	57
Interest on lease liabilities		—		1		—		10
Operating lease costs		255		254		764		758
Short-term lease costs		—		1		2		3
Variable lease costs		88		70		217		192
Total lease costs	$	355	$	342	$	1,040	$	1,020

Supplemental Cash Flow Information

	*Nine Months Ended September 30,*
(in thousands)	*2024*			*2023*
Operating cash flows from operating leases	$	(983	)	$	(953	)
Operating cash flows from finance leases	$	—		$	(10	)
Financing cash flows from finance leases	$	(27	)	$	(63	)

Note 8 - Notes Payable and Convertible Notes Payable - Schedule of Future Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Future debt payments, net	$ 11,951	$ 16,915
Notes Payable [Member]
Unamortized premium (discount) and debt issuance costs	592	(394)
The 2019 MD Loan [Member] \| Notes Payable [Member]
2024 (remainder)	0
2025	0
2026	0
2027	0
2028	0
2029	0
Thereafter	500
Total debt principal payments	500
Accrued and unpaid interest	224
Unamortized premium (discount) and debt issuance costs	0
Future debt payments, net	724
The 2019 Cecil Loan [Member] \| Notes Payable [Member]
2024 (remainder)	0
2025	0
2026	0
2027	0
2028	0
2029	0
Thereafter	100
Total debt principal payments	100
Accrued and unpaid interest	44
Unamortized premium (discount) and debt issuance costs	0
Future debt payments, net	144	$ 138
The 2021 Avenue Loan [Member] \| Notes Payable [Member]
2024 (remainder)	3,000
2025	7,000
2026	0
2027	0
2028	0
2029	0
Thereafter	0
Total debt principal payments	10,000
Accrued and unpaid interest	0
Unamortized premium (discount) and debt issuance costs	608
Future debt payments, net	10,608
The 2022 MD Loan [Member] \| Notes Payable [Member]
2024 (remainder)	0
2025	347
2026	369
2027	317
2028	0
2029	0
Thereafter	0
Total debt principal payments	1,033
Accrued and unpaid interest	50
Unamortized premium (discount) and debt issuance costs	(16)
Future debt payments, net	1,067
The 2022 DHCD Loan [Member] \| Notes Payable [Member]
2024 (remainder)	0
2025	0
2026	0
2027	0
2028	5,000
2029	0
Thereafter	0
Total debt principal payments	5,000
Accrued and unpaid interest	312
Unamortized premium (discount) and debt issuance costs	(41)
Future debt payments, net	$ 5,271

Note 11 - Benefit Plans - Assumptions of Stock Options (Details)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected stock price volatility	97.78%	96.22%
Risk-free interest rate	3.62%	3.26%
Expected term of options (in years) (Year)	5 years	5 years
Maximum [Member]
Expected stock price volatility	111.49%	103.24%
Risk-free interest rate	4.58%	4.41%
Expected term of options (in years) (Year)	10 years	6 years 5 months 4 days

Note 4 - Prepaid Expenses and Other Current Assets (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	*September 30,*		*December 31,*
(in thousands)	*2024*		*2023*
Prepaid clinical and CRO expenses	$	2,053	$	—
Metals to be used in research and development		1,744		1,909
Research and development tax credits receivable		351		1,195
Other		777		568
Total prepaid expenses and other current assets	$	4,925	$	3,672

Note 3 - Cash, Cash Equivalents, and Marketable Securities (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-Sale, Allowance for Credit Loss	$ 0	$ 0

Note 3 - Cash, Cash Equivalents, and Marketable Securities - Available-for-sale Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Money Market Funds [Member]
Amortized cost	$ 3,897	$ 5,113
Gross unrealized gains	0	0
Gross unrealized losses	0	0
Fair value	3,897	5,113
US Treasury Securities [Member]
Amortized cost		19,883
Gross unrealized gains		1
Gross unrealized losses		0
Fair value		19,884
Cash Equivalents [Member]
Amortized cost	3,897	24,996
Gross unrealized gains	0	1
Gross unrealized losses	0	0
Fair value	3,897	24,997
Cash [Member]
Amortized cost	10,748	3,824
Gross unrealized gains	0	0
Gross unrealized losses	0	0
Fair value	10,748	3,824
Cash and Cash Equivalents [Member]
Amortized cost	14,645	28,820
Gross unrealized gains	0	1
Gross unrealized losses	0	0
Fair value	$ 14,645	28,821
Us Treasury Securities with Maturity Greater than 90 Days but Less than 1 Year [Member]
Amortized cost		6,179
Gross unrealized gains		0
Gross unrealized losses		0
Fair value		6,179
Marketable Securities [Member]
Amortized cost		6,179
Gross unrealized gains		0
Gross unrealized losses		0
Fair value		$ 6,179

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Clene Inc. and our wholly-owned subsidiaries, Clene Nanomedicine, Inc., a subsidiary incorporated in Delaware, Clene Australia Pty Ltd (“Clene Australia”), a subsidiary incorporated in Australia, Clene Netherlands B.V. (“Clene Netherlands”), a subsidiary incorporated in the Netherlands, and dOrbital, Inc., a subsidiary incorporated in Delaware, after elimination of all intercompany accounts and transactions. We have prepared the accompanying condensed consolidated financial statements in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”) for interim financial reporting and as required by Regulation S-X, Rule 10-01. The condensed consolidated financial statements have been prepared on the same basis as our audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The financial data and other information disclosed in the condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2024 and 2023 are unaudited.

Results of operations for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results for the entire fiscal year or any other period. The condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K.

Reverse Stock Split

Effective July 11, 2024 (the “Effective Date”), we filed a Certificate of Amendment to our Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of our Common Stock. Beginning with the opening of trading on the Effective Date, our Common Stock began trading on Nasdaq on a split-adjusted basis under the same symbol, “CLNN.” As a result of the Reverse Stock Split, every 20 shares of our Common Stock issued and outstanding were automatically combined and converted into 1 validly issued, fully paid and non-assessable share of Common Stock. In lieu of any fractional shares, stockholders received an amount in cash (without interest) equal to: (i) the number of shares of Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional shares multiplied by (ii) the closing price of our Common Stock on Nasdaq on the trading day immediately preceding the Effective Date.

The Reverse Stock Split did not reduce the total number of authorized shares of Common Stock or preferred stock, par value $0.0001 per share (“Preferred Stock”), or change the par values of the Company’s Common Stock or Preferred Stock. All outstanding stock options, warrants, rights to restricted stock awards, convertible debt, and contingent earn-out shares entitling their holders to purchase or receive shares of Common Stock were adjusted as a result of the Reverse Stock Split, in accordance with the terms of each such security. In addition, the number of shares reserved for issuance pursuant to our Amended 2020 Stock Plan was also appropriately adjusted. All historical share and per share data for the periods presented in these condensed consolidated financial statements, including for periods ending prior to July 11, 2024, has been adjusted to reflect the 1-for-20 Reverse Stock Split on a retroactive basis as if the Reverse Stock Split occurred as of the earliest period presented. As a result of the Reverse Stock Split, approximately $12,000 of par value was reclassified from Common Stock to Additional Paid-In Capital.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities, and the reported amounts of expenses. We base our estimates on historical experience and various other assumptions that we believe to be reasonable. Actual results may differ from those estimates or assumptions. Estimates are periodically reviewed in light of changes in circumstances, facts, and experience, and any changes in estimates will be recorded in future periods as they develop.

Risks and Uncertainties

We are subject to certain risks and uncertainties and believe that changes in any of the following areas could have a material adverse effect on future financial condition, results of operations, or cash flows: ability to obtain additional financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party contract research organizations (“CROs”) and manufacturers upon which we rely; protection of our intellectual property; litigation or claims against us based on intellectual property, patent, product, regulatory, or other factors; and our ability to attract and retain employees necessary to support our growth. The product candidates we develop require approvals from regulatory agencies prior to commercial sales. There can be no assurance that our current and future product candidates will receive the necessary approvals or be commercially successful. If we are denied approval or approval is delayed, it will have a material adverse impact on our business and our condensed consolidated financial statements.

Concentrations of Credit Risk

Financial instruments which potentially subject us to significant concentrations of credit risk consist primarily of cash. Our cash is held in financial institutions and amounts on deposit may at times exceed federally insured limits. We have not experienced any losses on our deposits of cash and do not believe that we are subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

Cash and Cash Equivalents

We consider all short-term investments with original maturities of 90 days or less when purchased to be cash equivalents.

Restricted Cash

We classify cash as restricted when it is unavailable for withdrawal or use in our general operating activities. Restricted cash is classified as current and noncurrent on the condensed consolidated balance sheets based on the nature of the restriction. Our restricted cash balance includes contractually restricted deposits related to our corporate credit card.

Marketable Securities

Marketable securities are investments with original maturities of more than 90 days when purchased. We do not invest in securities with original maturities of more than one year. Marketable debt securities are considered available-for-sale, and are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income until realized. Realized gains and losses are included in other income (expense), net, on the basis of specific identification. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in other income (expense), net.

Inventory

Inventory is stated at historic cost on a first-in first-out basis. Our inventory consisted of $114,000 in raw materials and $14,000 in finished goods as of September 30, 2024, and $23,000 in raw material and $14,000 in finished goods as of December 31, 2023. Inventory relates to our dietary supplement products.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Property and equipment consist of laboratory and office equipment, computer software, and leasehold improvements. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets, which are 3 to 5 years for laboratory equipment, 3 to 7 years for furniture and fixtures, and 2 to 5 years for computer software. Leasehold improvements are amortized over the lesser of the estimated lease term or the estimated useful life of the assets. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated or amortized in accordance with the above useful lives once placed into service. Upon retirement or sale, the related cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the condensed consolidated statements of operations and comprehensive loss. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred.

We capitalize costs to obtain or develop computer software for internal use, including development costs incurred during the software development stage and costs to obtain software for access and conversion of historical data. We also capitalize costs to modify, upgrade, or enhance existing internal-use software that result in additional functionality. We expense costs incurred during the preliminary project stage, training costs, data conversion costs, and maintenance costs.

Debt

When debt is issued and a derivative is required to be separated (e.g., bifurcated conversion option) or another separate freestanding financial instrument (e.g., warrant) is issued, costs and fees incurred are allocated to the instruments issued (or bifurcated) in proportion to the allocation of proceeds. When some portions of the costs and fees relate to a bifurcated derivative or freestanding financial instrument that is being subsequently measured at fair value, those allocated costs are expensed immediately. Debt discounts, debt premiums, and debt issuance costs related to debt are recorded as deductions that net against the principal value of the debt and are amortized to interest expense over the contractual term of the debt using the effective interest method.

In accordance with ASC 470-20, Debt with Conversion and Other Options, when we issue debt with warrants, we treat the warrants as a debt discount, recorded as a contra-liability against the debt, and amortize the balance over the life of the underlying debt as interest expense in the condensed consolidated statements of operations and comprehensive loss. The offset to the contra-liability is recorded as additional paid-in capital in the condensed consolidated balance sheets if the warrants are not treated as a derivative or liability under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”). Otherwise, the offset to the contra-liability is recorded as a warrant liability in the condensed consolidated balance sheets and is subject to re-measurement to fair value at each balance sheet date, with any changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss. If the debt is retired early, the associated debt discount is then recognized immediately as interest expense in the condensed consolidated statements of operations and comprehensive loss.

Convertible Debt

In accordance with ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, when we issue notes with conversion features, we evaluate if the conversion feature is freestanding or embedded. If the conversion feature is embedded, we do not separate the conversion feature from the host contract for convertible notes that are not required to be accounted for as derivatives, or that do not result in substantial premiums accounted for as paid-in-capital. Consequently, we account for a convertible note as a single liability measured at its amortized cost as long as no other features require separation and recognition as derivatives. If the conversion feature is freestanding, or is embedded and meets the requirements to be separated, we account for the conversion feature as a derivative under ASC 815, Derivatives and Hedging (“ASC 815”). We record the derivative instrument at fair value at inception, and subsequently re-measure to fair value at each reporting period and immediately prior to the extinguishment of the derivative instrument, with any changes recorded in the condensed consolidated statements of operations and comprehensive loss.

Leases

At inception of a contract, we determine if a contract meets the definition of a lease. We determine if the contract conveys the right to control the use of an identified asset for a period of time. We assess throughout the period of use whether we have both of the following: (i) the right to obtain substantially all the economic benefits from use of the identified asset, and (ii) the right to direct the use of the identified asset. This determination is reassessed if the terms of the contract are changed. Leases are classified as operating or finance leases based on the terms of the lease agreement and certain characteristics of the identified asset. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments less any lease incentives received. At the lease commencement date, the discount rate implicit in the lease is used to discount the lease liability if readily determinable. If not readily determinable or leases do not contain an implicit rate, our incremental borrowing rate is used as the discount rate. Our policy is to not record leases with an original term of twelve months or less within the condensed consolidated balance sheets and we recognize lease expense for these short-term leases on a straight-line basis over the lease term.

Certain lease agreements may require us to pay additional amounts for taxes, insurance, maintenance, and other expenses, which are generally referred to as non-lease components. Such variable non-lease components are treated as variable lease payments and recognized in the period in which the obligation for these payments is incurred. Variable lease components and variable non-lease components are not measured as part of the right-of-use asset and liability. Only when lease components and their associated non-lease components are fixed are they accounted for as a single lease component and are recognized as part of a right-of-use asset and liability. Total contract consideration is allocated to the fixed lease and non-lease component. This policy election applies consistently to all asset classes under lease agreements.

Leases may contain clauses for renewal at our option. Payments to be made in option periods are recognized as part of the right-of-use lease assets and lease liabilities when it is reasonably certain that the option to extend the lease will be exercised, or is not at our option. We determine whether the reasonably certain threshold is met by considering contract-, asset-, market-, and entity-based factors. Operating lease expense, which is recognized on a straight-line basis over the lease term, and the amortization of finance lease right-of-use assets, which are included in property and equipment and depreciated, are included in research and development or general and administrative expenses consistent with the leased assets’ primary use. Accretion on the liabilities for finance leases is included in interest expense.

Contingent Earn-Out Liabilities

In connection with the Reverse Recapitalization, certain Clene Nanomedicine stockholders are entitled to receive additional shares of Common Stock (the “Clene Nanomedicine Contingent Earn-out”) as follows: (i) 166,928 shares if (a) the volume-weighted average price (“VWAP”) of our Common Stock equals or exceeds $300.00 (the “Milestone 1 Price”) in any twenty trading days within a thirty trading day period within three years of the Reverse Recapitalization or (b) the change of control price equals or exceeds the Milestone 1 Price if a change of control transaction occurs within three years of the closing of the Reverse Recapitalization (the requirements in (a) and (b) collectively, “Milestone 1”); (ii) 125,200 shares if (a) the VWAP of our Common Stock equals or exceeds $400.00 (the “Milestone 2 Price”) in any twenty trading days within a thirty trading day period within five years of the closing of the Reverse Recapitalization or (b) the change of control price equals or exceeds the Milestone 2 Price if a change of control transaction occurs within five years of the Reverse Recapitalization (the requirements in (a) and (b) collectively, “Milestone 2”). If Milestone 1 is not achieved but Milestone 2 is achieved, the Clene Nanomedicine stockholders will receive additional shares equal to Milestone 1. Tottenham’s former officers, directors, sponsor, and public stockholders (the “Initial Stockholders”) are entitled to receive earn-out shares (the “Initial Stockholders Contingent Earn-out,” and collectively with the Clene Nanomedicine Contingent Earn-out, the “Contingent Earn-outs”) as follows: (i) 18,750 shares upon the achievement of Milestone 1; and (ii) 18,750 shares upon achievement of Milestone 2. If Milestone 1 is not achieved but Milestone 2 is achieved, the Initial Stockholders will receive additional shares equal to Milestone 1.

In accordance with ASC 815, the Contingent Earn-outs are not indexed to our own stock and therefore were accounted for as a liability at the Reverse Recapitalization date and are subsequently remeasured to fair value at each reporting date with changes recorded as a component of other income (expense), net.

Common Stock Warrants

We account for common stock warrants as either equity- or liability-classified instruments based on an assessment of the warrant terms. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to our Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and, for liability-classified warrants, at each reporting period end date while the warrants are outstanding.

Grant Funding

We may submit applications to receive grant funding from governmental and non-governmental entities. We account for grants by analogizing to the grant accounting model under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). We recognize grant funding without conditions or continuing performance obligations, including certain research and development tax credits, as other income in the condensed consolidated statements of operations and comprehensive loss. We accrue certain research and development tax credits receivable in other current assets (see Note 4) in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage and we recognize other income in the condensed consolidated statements of operations and comprehensive loss. After submission of our tax returns, we receive a cash refund of certain research and development tax credits and relieve the receivable.

We recognize grant funding with conditions or continuing performance obligations as a reduction in research and development expenses in the period during which the related qualifying expenses are incurred and as the conditions or performance obligations are fulfilled. Any amount received in advance of fulfilling such conditions or performance obligations is recorded in accrued liabilities (see Note 6) if the conditions or performance obligations are expected to be met within the next twelve months. We recognized grant funding as a reduction of research and development expenses of $1.3 million and $0.2 million during the three months ended September 30, 2024 and 2023, respectively; and $3.3 million and $0.3 million during the nine months ended September 30, 2024 and 2023, respectively.

In October 2023 we were awarded a grant (“the NIH Grant”) in collaboration with Columbia University, the prime awardee, and Synapticure, a neurology specialty health clinic, from the National Institute of Health (“NIH”). The NIH Grant was awarded pursuant to the Accelerating Access to Critical Therapies for ALS Act to support up to a four-year Expanded Access Program (the “ACT-EAP”) for CNM-Au8 treatment of ALS. The NIH Grant totaled $45.1 million and subawards to us may total up to $30.9 million in aggregate and may extend to August 31, 2027. These subawards are awarded annually and subaward funds are paid to us as reimbursement for cash spent by us to support the ACT-EAP. The first subaward was granted on April 9, 2024 for $7.3 million for the period from September 25, 2023 to August 31, 2024, of which we have received reimbursements totaling $4.7 million for expenses incurred plus prepayments of certain ACT-EAP expenses and have incurred an additional $0.7 million of expenses as of September 30, 2024 for which we expect to receive reimbursement. We are currently in discussions with Columbia University regarding the subaward for the second year of the NIH Grant.

Foreign Currency Translation and Transactions

Our functional and reporting currency is the U.S. dollar (“USD”). Clene Australia and Clene Netherlands determined their functional currencies to be the Australian dollar and Euro, respectively. The results of our foreign currency operations are translated into USD at the average exchange rates during the period, assets and liabilities are translated using the exchange rate as of the balance sheet date, and stockholders’ equity (deficit) is translated using historical rates. Adjustments from the translation of the results of our foreign currency operations are excluded from net loss and are accumulated in a separate component of stockholders’ equity (deficit). We also incur foreign exchange transaction gains and losses for purchases denominated in foreign currencies. Foreign exchange transaction gains and losses are included in other income (expense), net, as incurred.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The only elements of other comprehensive loss in any periods presented were the translation of foreign currency denominated balances of Clene Australia and Clene Netherlands to USD for consolidation and our unrealized gain (loss) on available-for-sale securities.

Segment Information

We report segment information based on ASC 280 Segment Reporting (“ASC 280”), which defines operating segments as components of a company that engage in activities from which it may recognize revenues and incur expenses, and for which operating results are regularly reviewed by the entity’s chief operating decision maker (“CODM”) to make decisions regarding resource allocation and assess performance, and for which discrete financial information is available. Effective in the fourth quarter of 2023, we revised our internal reporting processes to better align with our strategic priorities due to the immateriality of our dietary supplement operations. As a result and in accordance with ASC 280, we determined that the Company is a single operating and reportable segment. Our chief executive officer is the CODM and allocates resources and assesses performance at a consolidated level. Prior to the fourth quarter of 2023, we operated as two operating and reportable segments related to our development and commercialization of drugs and dietary supplements. The change did not require any prior period information to be recast.

Income Taxes

We account for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the condensed consolidated financial statements or in our tax returns. Deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

We account for uncertainty in income taxes recognized in the condensed consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the condensed consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties.

Stock-Based Compensation

We account for stock-based compensation arrangements using a fair value-based method for costs related to all share-based payments including stock options and stock awards. Stock-based compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees. The fair value is recognized over the period during which a grantee is required to provide services in exchange for the option award and service-based stock awards, known as the requisite service period (usually the vesting period), on a straight-line basis. For stock awards with market conditions, the fair value is recognized over the period based on the expected milestone achievement dates as the derived service period (usually the vesting period), on a straight-line basis. For stock awards with performance conditions, the grant-date fair value of these awards is the market price on the applicable grant date, and compensation expense will be recognized when the conditions become probable of being satisfied. We recognize a cumulative true-up adjustment once the conditions become probable of being satisfied as the related service period had been completed in a prior period. We generally grant stock options with a four-year requisite service period. Certain stock options may vest based upon performance conditions instead of service conditions, such as the achievement of regulatory milestones or financial performance measures. For the grant-date fair value, we estimate the expected term of stock options with performance conditions based upon the nature of the conditions. If the expected term is not estimable and the achievement of performance conditions is not probable, we use the contractual term as the expected term. We elect to account for forfeitures as they occur, rather than estimating expected forfeitures. We determine the fair value of each share of Common Stock underlying stock-based awards using a Black-Scholes option pricing model based on the closing price of our Common Stock as reported by Nasdaq on the date of grant. The fair value of stock awards with market conditions are determined using a Monte Carlo valuation model.

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires, among other things, that public entities with a single reportable segment provide all the disclosures required by ASC 280 and ASU 2023-07, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets currently required in interim periods. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires, among other things, that public entities on an annual basis disclose specific categories of the tax rate reconciliation, provide additional information for reconciling items that meet a quantitative threshold, and disclose income taxes paid disaggregated by jurisdiction. The guidance is effective for annual periods beginning after December 15, 2024. We are currently evaluating the impact of ASU 2023-09.

Note 13 - Capital Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands					1 Months Ended	2 Months Ended	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 30, 2023	Mar. 03, 2023	Dec. 30, 2020	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	May 31, 2021
Common Stock, Shares Authorized (in shares)						600,000,000	600,000,000					600,000,000		300,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.0001		$ 0.0001	$ 0.0001					$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized (in shares)						1,000,000	1,000,000					1,000,000		1,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share)						$ 0.0001	$ 0.0001					$ 0.0001		$ 0.0001
Common Stock, Shares, Issued (in shares)						6,857,170	6,857,170					6,857,170		6,421,084
Preferred Stock, Shares Issued (in shares)						0	0					0		0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						5,271,604	5,271,604					5,271,604		5,271,604
Gain (Loss) on Issuance of Equity							$ 0		$ 0			$ 0	$ (14,840)
Common Stock, Shares, Outstanding (in shares)						6,857,170	6,857,170					6,857,170		6,421,084
Preferred Stock, Shares Outstanding (in shares)						0	0					0		0
ATM Facility [Member]
Proceeds from Issuance or Sale of Equity							$ 2,100
Stock Issued During Period, Shares, New Issues (in shares)							394,453	0		0	144,755	394,453
Fixed Commission Rate Percentage						3.00%
Proceeds from Issuance of Common Stock							$ 2,100		0			$ 2,100	4,500
Payments for Commissions							100		$ 0			100	100
Canaccord [Member] \| Underwriting Agreement [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 30				$ 30					$ 30	$ 30
Unit Issued During Period, Units, New Issues (in shares)	2,500,000
Unit Issued, Price Per Unit (in dollars per share)	$ 16				$ 16					$ 16	$ 16
Each Unit, Number of Common Stock (in shares)	1				1					1	1
Proceeds from Issuance or Sale of Equity					$ 40,000
Payment for Underwriting Fees and Commissions					2,400
Payments of Stock Issuance Costs					200
Gain (Loss) on Issuance of Equity					$ (14,800)
Lincoln Park Capital Fund, LLC [Member]
Stock Issued During Period, Shares, New Issues (in shares)		16,633
Purchase Agreement, Commencing Period (Month)			36 months
Purchase Agreement, Regular Purchase (in shares)		3,750
Purchase Agreement, Regular Purchase, Shares, Closing Price One (in shares)		5,000
Purchase Agreement, Closing Price One (in dollars per share)		$ 20
Purchase Agreement, Regular Purchase, Shares, Closing Price Two (in shares)		7,500
Purchase Agreement, Closing Price Two (in dollars per share)		$ 40
Purchase Agreement, Regular Purchase, Shares, Closing Price Three (in shares)		10,000
Purchase Agreement, Closing Price Three (in dollars per share)		$ 80
Purchase Agreement, Accelerated Purchase, Maximum Percentage of Regular Purchase			300.00%
Purchase Agreement, Accelerated Purchase, Maximum Percentage Of Prior Day Volume			30.00%
Purchase Agreement, Additional Accelerated Purchase, Maximum Percentage of Regular Purchase			300.00%
Purchase Agreement, Additional Accelerated Purchase, Maximum Percentage of Prior Day Volume			30.00%
Purchase Agreement, Price Discount of Additional Purchases			97.00%
Purchase Agreement, Additional Commitment Shares (in shares)		8,317
Purchase Agreement, Shares Sell Limitation (in shares)		765,506
Purchase Agreement, Shares Sell Limitation, Percentage Of Outstanding Shares			19.99%
Percentage of Common Stock Beneficial Ownership			4.99%
Derivative, Notional Amount						$ 0	$ 0					$ 0		$ 0
Lincoln Park Capital Fund, LLC [Member] \| Maximum [Member]
Purchase Agreement, Amount Of Shares Commit To Purchase			$ 25,000
Percentage of Common Stock Beneficial Ownership			9.99%
Lincoln Park Capital Fund, LLC [Member] \| Minimum [Member]
Purchase Agreement, Minimum Average Price Per Share To Avoid Sell Limitation (in dollars per share)		$ 24.808
Lincoln Park [Member] \| Purchase Agreement [Member]
Proceeds from Issuance or Sale of Equity													$ 400
Stock Issued During Period, Shares, New Issues (in shares)													20,000
Lincoln Park [Member] \| Commitment Shares [Member] \| Purchase Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)													145
Warrants Originally Issued by Tottenham Acquisition I Limited [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				120,375
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				0.025
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 0.01
Class of Warrant or Right, Redemption, Threshold Stock Price Trigger (in dollars per share)				$ 330
Class of Warrant or Right, Redemption, Threshold Consecutive Trading Days (Day)				20 days
Class of Warrant or Right, Redemption, Threshold Trading Days (Day)				30 days
Class of Warrant or Right, Exercised During Period (in shares)												0		0
Chardan Unit Purchase Option [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				1,229
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				0.025
Class of Warrant or Right, Exercised During Period (in shares)												0		0
Avenue Warrants 2023 [Member] \| Avenue [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)						$ 4.6014	$ 4.6014					$ 4.6014		$ 16
New Avenue Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)														150,000
Class of Warrant or Right, Exercised During Period (in shares)												0		0
New Avenue Warrant [Member] \| Avenue [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)						$ 4.6014	$ 4.6014					$ 4.6014			$ 16
Tranche A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						2,500,000	2,500,000					2,500,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)						1	1					1
Class of Warrant or Right, Exercised During Period (in shares)												0		0
Tranche A Warrant [Member] \| Canaccord [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	1				1					1	1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 22				$ 22					$ 22	$ 22
Each Unit, Number of Warrant (in shares)	1				1					1	1
Tranche B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						2,500,000	2,500,000					2,500,000
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)						1	1					1
Class of Warrant or Right, Exercised During Period (in shares)												0		0
Tranche B Warrant [Member] \| Canaccord [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	1				1					1	1
Each Unit, Number of Warrant (in shares)	1				1					1	1

Note 3 - Cash, Cash Equivalents, and Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Cash and Cash Equivalents [Table Text Block]

	*September 30, 2024*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
Money market funds	$	3,897	$	—	$	—	$	3,897
Total cash equivalents		3,897		—		—		3,897
Cash		10,748		—		—		10,748
Total cash and cash equivalents	$	14,645	$	—	$	—	$	14,645

	*December 31, 2023*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
U.S. Treasury securities	$	19,883	$	1	$	—	$	19,884
Money market funds		5,113		—		—		5,113
Total cash equivalents		24,996		1		—		24,997
Cash		3,824		—		—		3,824
Total cash and cash equivalents	$	28,820	$	1	$	—	$	28,821

Marketable securities (contractual maturity greater than 90 days but less than 1 year):
U.S. Treasury securities	$	6,179	$	—	$	—	$	6,179
Total marketable securities	$	6,179	$	—	$	—	$	6,179

Note 13 - Capital Stock

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Equity [Text Block]

Note 13. Capital Stock

As of September 30, 2024 and December 31, 2023, our amended and restated certificate of incorporation authorized us to issue 600,000,000 and 300,000,000 shares of Common Stock par value $0.0001 per share, respectively; and 1,000,000 shares of Preferred Stock, par value $0.0001 per share. As of September 30, 2024 and December 31, 2023, we had 6,857,170 and 6,421,084 shares of Common Stock issued and outstanding, respectively, and no shares of Preferred Stock issued or outstanding.

Our common stockholders are entitled to one vote per share and to notice of any stockholders’ meeting. Voting, dividend, and liquidation rights of the holders of Common Stock are subject to the prior rights of holders of all classes of stock and are qualified by the rights, powers, preferences, and privileges of the holders of Preferred Stock. No distributions shall be made with respect to Common Stock until all declared dividends to Preferred Stock have been paid or set aside for payment. Common Stock is not redeemable at the option of the holder.

Common Stock Warrants

We have issued the following outstanding warrants to purchase shares of Common Stock:

							Number of Shares Issuable
							September 30,		December 31,
Date Exercisable	Exercise Price			Expiration		Classification	2024		2023
December 2020	$	230.00		December 2025	⁽¹⁾	Equity		120,375		120,375
December 2020	$	230.00		December 2025	⁽²⁾	Equity		1,229		1,229
June 2023	$	4.6014	⁽³⁾	June 2028	⁽⁴⁾	Liability		150,000		150,000
June 2023	$	22.00		June 2026	⁽⁵⁾	Liability		2,500,000		2,500,000
June 2023	$	30.00		June 2030	⁽⁶⁾	Equity		2,500,000		2,500,000
Total shares								5,271,604		5,271,604

(1)

Represents 120,375 shares of Common Stock underlying warrants to purchase one-fortieth (1/40) of one share of Common Stock, issued during Tottenham’s initial public offering. We may redeem the outstanding warrants at $0.01 per warrant if the last sales price of our Common Stock equals or exceeds $330.00 per share for any 20 trading days within a 30-trading day period. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.

(2)

Represents 1,229 shares of Common Stock underlying warrants to purchase one-fortieth (1/40) of one share of Common Stock, issued to the financial advisor and lead underwriter of Tottenham’s initial public offering upon their exercise of a unit purchase option in July 2021. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.

(3)	As of December 31, 2023, the exercise price was $16.00 per share. As of September 30, 2024, the exercise price was reduced to $4.6014 per share pursuant to the Third Amendment.

(4)	Represents 150,000 shares of Common Stock underlying the 2023 Avenue Warrant, issued pursuant to the Second Amendment (see Note 8). As of September 30, 2024 and December 31, 2023, the warrant had not been exercised.

(5)	Represents 2,500,000 shares of Common Stock underlying the Tranche A Warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.

(6)	Represents 2,500,000 shares of Common Stock underlying the Tranche B Warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering. As of September 30, 2024 and December 31, 2023, no warrants had been exercised.

Public Offerings

In June 2023, we sold 2,500,000 units at a sale price of $16.00 per unit pursuant to an underwriting agreement with Canaccord Genuity LLC (“Canaccord”). Each unit consisted of (i) one share of Common Stock, (ii) one warrant to purchase one share of Common Stock at an exercise price of $22.00 per share (the “Tranche A Warrants”), and (iii) one warrant to purchase one share of Common Stock at an exercise price of $30.00 per share (the “Tranche B Warrants”). The aggregate gross proceeds were $40.0 million, excluding the proceeds, if any, from the exercise of the Tranche A and Tranche B Warrants, and we paid underwriting discounts and commissions of $2.4 million and offering expenses of $0.2 million. The Tranche A Warrants were exercisable immediately and expire on the earlier of (i) sixty (60) days following the date of our public announcement that an NDA for CNM-Au8 has been accepted by the FDA, or (ii) June 16, 2026. The Tranche B Warrants were exercisable immediately and expire on the earlier of (i) sixty (60) days following the date of our public announcement that an NDA for CNM-Au8 has been approved by the FDA, or (ii) June 16, 2030. If we enter into or become party to a fundamental transaction (which generally includes a merger or acquisition; the sale, lease, license, or transfer of all or substantially all of our assets; tender or exchange offers; or a reclassification, reorganization, or recapitalization of our Common Stock), then (i) we or our successor shall purchase all outstanding Tranche A Warrants by paying the holders an amount equal to the Black-Scholes value of the unexercised Tranche A Warrants, and (ii) upon any subsequent exercise of a Tranche B Warrant, the holder shall be entitled to receive, at the option of the holder, the number of shares of common stock of the successor or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the warrant is exercisable immediately prior to such fundamental transaction. The offering was made pursuant to our registration statement on Form S-3 (file number 333-264299), declared effective by the Securities and Exchange Commission (“SEC”) on April 26, 2022, a related registration statement pursuant to Rule 462(b) (file number 333-272692), filed with the SEC and effective on June 16, 2023, and a related prospectus supplement. The total fair value of the Common Stock, Tranche A Warrants, and Tranche B Warrants sold in the offering exceeded the offering proceeds by $14.8 million, therefore pursuant to ASC 815, we recognized this amount as a loss on the initial issuance of equity in the condensed consolidated statements of operations and comprehensive loss during the year ended December 31, 2023. The underwriting discounts and commissions and offering expenses were allocated to the Common Stock, Tranche A Warrants, and Tranche B Warrants sold in the offering based on their relative fair values, with the amount allocated to the liability-classified Tranche A Warrants recorded as an expense in the condensed consolidated statements of operations and comprehensive loss, and the amounts allocated to the Common Stock and Tranche B Warrants as a reduction to their initial carrying values.

Common Stock Sales Agreement

In April 2022, we entered into the ATM Agreement, which we amended in December 2022. Canaccord acts as placement agent and we may offer and sell shares of Common Stock from time to time through Canaccord. The issuance and sale of Common Stock by us under the ATM Agreement is made pursuant to our registration statement on Form S-3 (file number 333-264299), which was declared effective by the SEC on April 26, 2022. On September 30, 2024, we notified Canaccord that we were suspending the prospectus supplement related to the ATM Agreement. We will not make any sales of our common stock pursuant to the ATM Agreement, unless and until a new prospectus supplement is filed. Other than the termination of the prospectus supplement related to the ATM Agreement, the ATM Agreement remains in full force and effect.

Pursuant to the ATM Agreement, Canaccord is not required to sell any specific number or dollar amount of Common Stock but will act as our placement agent to sell, on our behalf, all of the Common Stock requested by us to be sold, consistent with Canaccord’s normal trading and sales practices, on terms mutually agreed between Canaccord and us. Canaccord is entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from each sale of Common Stock, if any. During the three and nine months ended September 30, 2024, we sold 394,453 and 394,453 shares of Common Stock, respectively, generated gross proceeds of $2.1 million and $2.1 million, respectively, and paid commissions of $0.1 million and $0.1 million, respectively. During the three and nine months ended September 30, 2023, we sold 0 and 144,755 shares of Common Stock, respectively; generated gross proceeds of $0 and $4.5 million, respectively; and paid commissions of $0 and $0.1 million, respectively.

Common Stock Purchase Agreement

On March 3, 2023, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $25.0 million of shares of Common Stock at our sole discretion, from time to time over a 36-month period commencing on March 7, 2023. The issuance and sale of Common Stock under the Purchase Agreement was made pursuant to our registration statement on Form S-3 (file number 333-264299), which was declared effective by the SEC on April 26, 2022. On June 16, 2023, we suspended and terminated the prospectus supplement related to the offering with respect to the unsold shares of Common Stock issuable pursuant to the Purchase Agreement. We will not make any further sales of our securities pursuant to the Purchase Agreement, unless and until a new prospectus supplement is filed. Other than the termination of the prospectus supplement related to the offering with respect to future sales by us, the Purchase Agreement remains in full force and effect.

Pursuant to the Purchase Agreement, we may direct Lincoln Park to purchase up to 3,750 shares of Common Stock (a “Regular Purchase”), which may be increased up to (i) 5,000 shares if the closing price of our Common Stock is not below $20.00, (ii) 7,500 shares if the closing price of our Common Stock is not below $40.00, and (iii) 10,000 shares if the closing price of our Common Stock is not below $80.00. The purchase price for a Regular Purchase is based on the market price of our Common Stock at the time of sale. We may sell shares in excess of a Regular Purchase (an “Accelerated Purchase”) on any day on which we have directed Lincoln Park to purchase the maximum amount allowed for such Regular Purchase, up to the lesser of (i) 300% of the number of shares purchased pursuant to such prior business day Regular Purchase or (ii) 30% of the aggregate shares of our Common Stock traded on Nasdaq on the trading day immediately following the purchase date for such Regular Purchase (subject to certain volume and market price limitations). Additionally, we may sell shares in excess of an Accelerated Purchase (an “Additional Accelerated Purchase”) on any day on which we have directed Lincoln Park to purchase the maximum amount allowed for such Accelerated Purchase, up to the lesser of (i) 300% of the number of shares purchased pursuant to such prior business day Regular Purchase or (ii) 30% of the aggregate shares of our Common Stock traded on Nasdaq during a certain period on the date of the Additional Accelerated Purchase (subject to certain volume and market price limitations). The purchase price for Accelerated Purchases and Additional Accelerated Purchases is equal to 97% of the lesser of (i) the VWAP of our Common Stock on Nasdaq during certain periods on the date of the Accelerated Purchase or Additional Accelerated Purchase or (ii) the closing price of our Common Stock on the date of the Accelerate Purchase or Additional Accelerated Purchase.

On the date of the Purchase Agreement, we issued 16,633 shares of Common Stock (the “Initial Commitment Shares”) to Lincoln Park as an initial fee for its commitment under the Purchase Agreement. We recorded the fair value of the Initial Commitment Shares on the date of issuance in other income (expense), net. We may further issue up to 8,317 additional shares of Common Stock (the “Additional Commitment Shares,” and, together with the Initial Commitment Shares, the “Commitment Shares”) on a pro rata basis upon each purchase by Lincoln Park under the Purchase Agreement. Under applicable Nasdaq listing rules, the total number of shares of Common Stock that we may sell to Lincoln Park is limited to 765,506 shares (including the Commitment Shares), representing 19.99% of the outstanding shares of our Common Stock immediately prior to the execution of the Purchase Agreement, unless we (i) first obtain stockholder approval in accordance with applicable Nasdaq listing rules or (ii) the average price paid by Lincoln Park for all shares of Common Stock issued by us under the Purchase Agreement is equal to or greater than $24.8080. The Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of Common Stock that would result in Lincoln Park having beneficial ownership of greater than 4.99% of our outstanding Common Stock, which Lincoln Park may, in its sole discretion, increase up to 9.99% of our outstanding Common Stock by delivering written notice thereof to us, which shall not be effective until the 61st day after such written notice is delivered to us. We may terminate the Purchase Agreement at any time, for any reason and without any payment or liability to us, by giving Lincoln Park a termination notice with effect one business date after the notice has been received by Lincoln Park.

We evaluated the Purchase Agreement under ASC 815-40 Derivatives and Hedging—Contracts on an Entity's Own Equity as it represents the right to require Lincoln Park to purchase shares of Common Stock in the future, similar to a put option. We concluded it represents a freestanding derivative instrument that does not qualify for equity classification and therefore requires fair value accounting. We analyzed the terms of the contract and concluded the derivative instrument has no value as of September 30, 2024 and December 31, 2023. During the nine months ended September 30, 2023, we sold 20,000 shares of Common Stock under the Purchase Agreement, issued 145 Additional Commitment Shares, and generated proceeds of $0.4 million. We did not effect any sales during any of the other periods presented herein.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Note 7 - Leases (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Assets Under Finance Lease [Table Text Block]

	*December 31,*
(in thousands)	*2023*
Lab equipment	$	636
Less accumulated depreciation		(449	)
Net	$	187

Finance and Operating Lease Liability, Maturity [Table Text Block]

(in thousands)	*Operating Leases*
2024 (remainder)	$	48
2025		1,458
2026		1,236
2027		1,132
2028		1,093
2029		649
Thereafter		1,045
Total minimum lease payments		6,661
Less amount representing interest/discounting		(1,594	)
Present value of minimum lease payments		5,067
Less lease obligations, current portion		(732	)
Lease obligations, net of current portion	$	4,335

Lease, Cost [Table Text Block]

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
Finance lease costs:
Amortization	$	12	$	16	$	57	$	57
Interest on lease liabilities		—		1		—		10
Operating lease costs		255		254		764		758
Short-term lease costs		—		1		2		3
Variable lease costs		88		70		217		192
Total lease costs	$	355	$	342	$	1,040	$	1,020

Schedule of Cash Flow, Supplemental Disclosures, Leases [Table Text Block]

	*Nine Months Ended September 30,*
(in thousands)	*2024*			*2023*
Operating cash flows from operating leases	$	(983	)	$	(953	)
Operating cash flows from finance leases	$	—		$	(10	)
Financing cash flows from finance leases	$	(27	)	$	(63	)

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balances (in shares) at Dec. 31, 2022	3,737,921
Balances at Dec. 31, 2022	$ 1	$ 196,252	$ (193,219)	$ 203	$ 3,237
Stock-based compensation expense	0	2,223	0	0	2,223
Unrealized loss on available-for-sale securities	0	0	0	14	14
Foreign currency translation adjustments	0	0	0	4	4
Net loss	$ 0	0	(11,770)	0	(11,770)
Issuance of common stock (in shares)	161,388
Issuance of common stock	$ 0	4,664	0	0	4,664
Balances (in shares) at Mar. 31, 2023	3,899,309
Balances at Mar. 31, 2023	$ 1	203,139	(204,989)	221	(1,628)
Balances (in shares) at Dec. 31, 2022	3,737,921
Balances at Dec. 31, 2022	$ 1	196,252	(193,219)	203	3,237
Balances (in shares) at Jun. 30, 2023	6,419,998
Balances at Jun. 30, 2023	$ 1	251,484	(230,132)	174	21,527
Balances (in shares) at Dec. 31, 2022	3,737,921
Balances at Dec. 31, 2022	$ 1	196,252	(193,219)	203	3,237
Foreign currency translation adjustments					(130)
Net loss					(39,331)
Balances (in shares) at Sep. 30, 2023	6,420,541
Balances at Sep. 30, 2023	$ 1	253,860	(232,550)	89	21,400
Balances (in shares) at Mar. 31, 2023	3,899,309
Balances at Mar. 31, 2023	$ 1	203,139	(204,989)	221	(1,628)
Stock-based compensation expense	$ 0	2,451	0	0	2,451
Issuance of common stock upon vesting of restricted stock awards (in shares)	544
Issuance of common stock upon vesting of restricted stock awards	$ 0	0	0	0	0
Unrealized loss on available-for-sale securities	0	0	0	6	6
Foreign currency translation adjustments	0	0	0	(53)	(53)
Net loss	$ 0	0	(25,143)	0	(25,143)
Issuance of common stock (in shares)	2,520,145
Issuance of common stock	$ 0	40,924	0	0	40,924
Balances (in shares) at Jun. 30, 2023	6,419,998
Balances at Jun. 30, 2023	$ 1	251,484	(230,132)	174	21,527
Issuance of equity-classified warrants	0	4,970	0	0	4,970
Stock-based compensation expense	$ 0	2,396	0	0	2,396
Issuance of common stock upon vesting of restricted stock awards (in shares)	543
Issuance of common stock upon vesting of restricted stock awards	$ 0	0	0	0	0
Unrealized loss on available-for-sale securities	0	0	0	(4)	(4)
Foreign currency translation adjustments	0	0	0	(81)	(81)
Net loss	$ 0	0	(2,418)	0	(2,418)
Balances (in shares) at Sep. 30, 2023	6,420,541
Balances at Sep. 30, 2023	$ 1	253,860	(232,550)	89	21,400
Common stock issuance costs	$ 0	(20)	0	0	(20)
Balances (in shares) at Dec. 31, 2023	6,421,084
Balances at Dec. 31, 2023	$ 1	255,913	(242,723)	199	13,390
Stock-based compensation expense	$ 0	2,013	0	0	2,013
Issuance of common stock upon vesting of restricted stock awards (in shares)	543
Issuance of common stock upon vesting of restricted stock awards	$ 0	0	0	0	0
Unrealized loss on available-for-sale securities	0	0	0	(4)	(4)
Foreign currency translation adjustments	0	0	0	(55)	(55)
Net loss	$ 0	0	(11,080)	0	(11,080)
Balances (in shares) at Mar. 31, 2024	6,421,627
Balances at Mar. 31, 2024	$ 1	257,926	(253,803)	140	4,264
Balances (in shares) at Dec. 31, 2023	6,421,084
Balances at Dec. 31, 2023	$ 1	255,913	(242,723)	199	13,390
Foreign currency translation adjustments					25
Net loss					$ (25,851)
Exercise of stock options (in shares)					41,090
Balances (in shares) at Sep. 30, 2024	6,857,170
Balances at Sep. 30, 2024	$ 1	264,225	(268,574)	223	$ (4,125)
Balances (in shares) at Mar. 31, 2024	6,421,627
Balances at Mar. 31, 2024	$ 1	257,926	(253,803)	140	4,264
Stock-based compensation expense	0	1,951	0	0	1,951
Unrealized loss on available-for-sale securities	0	0	0	2	2
Foreign currency translation adjustments	0	0	0	28	28
Net loss	$ 0	0	(6,785)	0	(6,785)
Exercise of stock options (in shares)	12,001
Exercise of stock options	$ 0	36	0	0	36
Balances (in shares) at Jun. 30, 2024	6,433,628
Balances at Jun. 30, 2024	$ 1	259,913	(260,588)	170	(504)
Stock-based compensation expense	0	2,188	0	0	2,188
Unrealized loss on available-for-sale securities	0	0	0	1	1
Foreign currency translation adjustments	0	0	0	52	52
Net loss	$ 0	0	(7,986)	0	(7,986)
Exercise of stock options (in shares)	29,089
Exercise of stock options	$ 0	88	0	0	88
Issuance of common stock (in shares)	394,453
Issuance of common stock	$ 0	2,036	0	0	2,036
Balances (in shares) at Sep. 30, 2024	6,857,170
Balances at Sep. 30, 2024	$ 1	$ 264,225	$ (268,574)	$ 223	$ (4,125)

Note 4 - Prepaid Expenses and Other Current Assets

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Prepaid Expenses and Other Current Assets [Text Block]

Note 4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of September 30, 2024 and December 31, 2023 were as follows:

	*September 30,*		*December 31,*
(in thousands)	*2024*		*2023*
Prepaid clinical and CRO expenses	$	2,053	$	—
Metals to be used in research and development		1,744		1,909
Research and development tax credits receivable		351		1,195
Other		777		568
Total prepaid expenses and other current assets	$	4,925	$	3,672

Note 11 - Benefit Plans

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 11. Benefit Plans

401(k) Plan

Our 401(k) plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. We match 100% of a participating employee’s deferral contributions up to 3% of annual compensation, limited to $4,500 of matching contributions. Our contributions to the 401(k) plan totaled $34,000 and $31,000 during the three months ended September 30, 2024 and 2023, respectively; and $0.1 million and $0.2 million during the nine months ended September 30, 2024 and 2023, respectively.

Stock Compensation Plans

The Clene Nanomedicine, Inc. 2014 Stock Plan (the “2014 Plan”) was adopted in July 2014. Effective as of the closing of the Reverse Recapitalization, no additional awards may be granted under the 2014 Plan. As of September 30, 2024, 164,684 stock options remained outstanding under the 2014 Plan.

The Clene Inc. 2020 Amended Stock Plan (the “2020 Plan”) was adopted in December 2020 and amended in May 2023 and May 2024. Currently, 2,420,000 shares of Common Stock are reserved for issuance thereunder. As of September 30, 2024, a total of 1,785,141 stock options and other stock awards had been granted under the 2020 Plan, and 634,859 shares remained available for future grant.

Stock-Based Compensation Expense

Stock-based compensation expense recorded in research and development expense and general and administrative expense during the three and nine months ended September 30, 2024 and 2023 was as follows:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
General and administrative	$	1,126	$	1,311	$	3,310	$	3,888
Research and development		1,062		1,085		2,842		3,182
Total stock-based compensation expense	$	2,188	$	2,396	$	6,152	$	7,070

Stock-based compensation expense by award type during the three and nine months ended September 30, 2024 and 2023 was as follows:

	*Three Months Ended September 30,*					*Nine Months Ended September 30,*
(in thousands)	*2024*			*2023*		*2024*		*2023*
Stock options	$	2,194		$	2,384	$	6,147	$	7,044
Stock awards		(6	)		12		5		26
Total stock-based compensation expense	$	2,188		$	2,396	$	6,152	$	7,070

Stock Options

Outstanding stock options and related activity during the nine months ended September 30, 2024 was as follows:

(in thousands, except share, per share, and term data)	*Number of Options*			*Weighted Average Exercise Price Per Share*		*Weighted Average Remaining Term (Years)*		*Intrinsic Value*
Outstanding – December 31, 2023		1,092,343		$	45.20		7.28	$	302
Granted		918,849			7.04		9.72		—
Exercised		(41,090	)		3.00		—		65
Forfeited		(12,288	)		88.26		—		—
Expired		(61,770	)		—		—		—
Outstanding – September 30, 2024		1,896,044		$	28.76		8.43	$	—
Vested and exercisable – September 30, 2024		728,239		$	51.48		7.05	$	—
Vested, exercisable or expected to vest – September 30, 2024		1,896,044		$	28.76		8.43	$	—

As of September 30, 2024 and December 31, 2023, we had approximately $10.2 million and $13.7 million, respectively, of unrecognized stock-based compensation costs related to non-vested stock options that is expected to be recognized over a weighted-average period of 1.81 years and 2.10 years, respectively. Our unrecognized stock-based compensation costs excludes $2.8 million of stock options that vest based on performance conditions that we assessed as less than probable as of September 30, 2024. As of December 31, 2023, we had not granted stock options with performance conditions.

The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2024 and 2023 was $6.09 and $15.00, respectively. The assumptions used to calculate the fair value of stock options granted during the nine months ended September 30, 2024 and 2023 were as follows:

	Nine Months Ended September 30,
	2024			2023
Expected stock price volatility		97.78% –111.49	%		96.22% –103.24	%
Risk-free interest rate		3.62% –4.58	%		3.26% –4.41	%
Expected dividend yield		0.00	%		0.00	%
Expected term of options (in years)		5.00 –10.00			5.00 –6.43

Stock Awards

Stock awards include rights to restricted stock awards with market-based vesting conditions and restricted stock units with service-based vesting conditions. Outstanding stock awards and related activity during the nine months ended September 30, 2024 was as follows:

	*Number of Stock Awards*			*Weighted Average Grant Date Fair Value*
Unvested balance – December 31, 2023		38,943		$	194.41
Converted to shares of Common Stock upon vesting		(543	)		23.00
Forfeited		(959	)		196.84
Unvested balance – September 30, 2024		37,441		$	196.84

As of September 30, 2024, we had no unrecognized stock-based compensation cost related to non-vested stock awards. As of December 31, 2023, we had approximately $11,000 of unrecognized stock-based compensation costs related to non-vested stock awards expected to be recognized over a weighted-average period of 0.23 years.

Note 5 - Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note 5. Property and Equipment, Net

Property and equipment, net, as of September 30, 2024 and December 31, 2023 were as follows:

	*September 30,*			*December 31,*
(in thousands)	*2024*			*2023*
Lab equipment	$	3,437		$	4,092
Office equipment		178			178
Computer software		459			459
Leasehold improvements		9,983			9,983
Construction in progress		1,452			1,438
		15,509			16,150
Less accumulated depreciation		(7,472	)		(6,887	)
Total property and equipment, net	$	8,037		$	9,263

Depreciation expense recorded in research and development expense and general and administrative expense during the three and nine months ended September 30, 2024 and 2023 was as follows:

	*Three Months Ended September 30,*				*Nine Months Ended September 30,*
(in thousands)	*2024*		*2023*		*2024*		*2023*
General and administrative	$	67	$	66	$	200	$	200
Research and development		339		373		1,040		1,083
Total depreciation expense	$	406	$	439	$	1,240	$	1,283