clnn20240813_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2024

CLENE INC.
(Exact name of registrant as specified in its charter)

 
Delaware
001-39834
85-2828339
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
     
6550 South Millrock Drive, Suite G50
Salt Lake City, Utah
 
84121
(Address of principal executive offices)
 
(Zip Code)
(801) 676-9695
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.0001 par value
 
CLNN
 
The Nasdaq Capital Market
Warrants, to acquire one-fortieth of one share of Common Stock for $230.00 per share
  CLNNW  
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

Item 2.02 Results of Operations and Financial Condition.
 
On November 13, 2024, Clene Inc. (the “Company”) issued a press release announcing its third quarter 2024 financial results and recent operating highlights for its quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933 (the “Securities Act”), as amended, regardless of any general incorporation language in any such filings, except as shall be expressly set forth by specific reference in such a filing.
 
Item 7.01 Regulation FD Disclosure.
 
In connection with the November 13, 2024 press release announcing the Company’s third quarter 2024 financial results and recent operating highlights for its quarter ended September 30, 2024, the Company released an updated corporate presentation (the “Corporate Presentation”) on its website, invest.clene.com. A copy of the Corporate Presentation is furnished as Exhibit 99.2 to the Current Report on Form 8-K and is incorporated herein by reference. The Company plans to use its website to disseminate future updates to the Corporate Presentation and may not file or furnish a Current Report on Form 8-K alerting investors if the Corporate Presentation is updated.
 
The information furnished in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act, as amended, regardless of any general incorporation language in any such filings, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
 
Exhibit Description
99.1
 
99.2   Corporate Presentation.
104
 
Cover Page Interactive Data File (formatted as Inline XBRL).
 
1

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 
     
 
CLENE INC.
   
Date: November 13, 2024
By:
/s/ Robert Etherington
   
Robert Etherington
   
President and Chief Executive Officer
 
2
ex_714259.htm

Exhibit 99.1

 

CLENE REPORTS Third QUARTER 2024 FINANCIAL RESULTS AND RECENT OPERATING HIGHLIGHTS

 

 

Clene met with the U.S. Food and Drug Administration (FDA) on November 1, 2024 in a Type C meeting to discuss the potential for an accelerated approval pathway in ALS and are awaiting meeting minutes

  Cash, cash equivalents and marketable securities of $14.6 million as of September 30, 2024
 

Amended debt agreement with Avenue Capital to defer principal payments and extend maturity of facility to second quarter of 2025

 

Completed registered direct offering and concurrent private placements to raise $7.3 million in gross proceeds on October 1, 2024

 

SALT LAKE CITY, November 13, 2024 -- Clene Inc. (Nasdaq: CLNN) (along with its subsidiaries, “Clene”) and its wholly owned subsidiary Clene Nanomedicine Inc., a late clinical-stage biopharmaceutical company focused on revolutionizing the treatment of neurodegenerative diseases, including amyotrophic lateral sclerosis (ALS) and multiple sclerosis (MS), today announced its third quarter 2024 financial results and provided recent updates on its CNM-Au8 programs.

 

Third Quarter 2024 and Recent Operating Highlights

 

CNM-Au8 for the treatment of ALS

 

On November 1, 2024, the Company met with the FDA in a Type C meeting to discuss the potential for an accelerated approval pathway in ALS for CNM-Au8, including biomarker and related clinical and survival data, and are currently awaiting meeting minutes from this meeting.

 

Corporate Update

 

In July, Clene announced a 1-for-20 reverse stock split. Clene’s common stock now trades on the Nasdaq Capital Market on a split-adjusted basis under a new CUSIP number 185634201 and the Company’s existing trading symbol “CLNN.” The reverse stock split enabled Clene to regain compliance with the $1.00 minimum closing bid price required for continued listing on the Nasdaq Capital Market. 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 as required by the terms of each security.

 

In September, Clene amended its existing debt facility with Avenue Venture Opportunities Fund, L.P. in which the parties agreed to reduce or defer future monthly principal payments and extend the principal amortization period and maturity date into the second quarter of 2025.

 

In October, Clene announced the closing of a registered direct offering and concurrent private placements of common stock and warrants with a healthcare-focused institutional investor and existing shareholders, including insiders, with total gross proceeds of $7.3 million and the potential for additional capital in the future through the exercise of warrants. The offering was led by a healthcare-focused institutional investor with participation from SymBiosis; founding investor Kensington Capital Holdings; Clene’s Chairman of the Board of Directors, Chief Executive Officer and Chief Scientific Officer and Founder; along with support from several other previously existing shareholders.

 

The October offering, combined with the amendment to the debt facility with Avenue, is expected to enable the Company to fund its operations into the first quarter of 2025. We believe that this funding enables runway for key inflection points.

 

In October, Clene presented the design for RESTORE-ALS, its potentially confirmatory international Phase 3 clinical trial of CNMAu8 30 mg, at the 2024 Annual Northeast Amyotrophic Lateral Sclerosis Consortium.

 

Third Quarter 2024 Financial Results

 

Clene’s cash, cash equivalents and marketable securities totaled $14.6 million as of September 30, 2024, compared to $35.0 million as of December 31, 2023. Clene expects that its resources as of September 30, 2024 combined with gross proceeds raised in the October offering, will be sufficient to fund its operations into the first quarter of 2025.

 

Research and development expenses were $4.5 million for the quarter ended September 30, 2024, compared to $6.0 million for the same period in 2023. The year-over-year decrease was primarily related to a decrease in expenses in the HEALEY ALS Platform Trial, RESCUE-ALS, REPAIR-MS, and VISIONARY-MS clinical trials due to the previous completion of the blinded period of each trial; a decrease in expenses for the VISIONARY-MS LTE due to its completion; and a decrease in non-clinical and pre-clinical activities; partially offset by an increase in expenses related to our two ALS EAPs with Massachusetts General Hospital due to increased enrollment and expansion of one EAP.

 

General and administrative expenses were $3.4 million for the quarter ended September 30, 2024, compared to $3.7 million for the same period in 2023. The year-over-year decrease was primarily related to decreases in directors’ and officers’ insurance premiums, decreases in finance and accounting fees, primarily due to a decrease in fees from consultants, advisors, and other financial vendors, and decreases in stock-based compensation expense; partially offset by an increase in legal fees, primarily related to regulatory activities, and an increase in other general and administrative fees associated primarily with lobbying activities.

 

 

Total other expense was $0.2 million for the quarter ended September 30, 2024, compared to total other income of $7.1 million for the same period in 2023. During 2023, Clene recorded significant non-cash gains from the change in the fair value of the common stock warrant liability related to the 2023 Avenue Warrants and Tranche A Warrants as well as significant non-cash gains from the change in fair value of the Clene Nanomedicine Contingent Earn-out liability and the Initial Stockholders Contingent Earn-out liability. Similar large non-cash gains were not recorded in 2024. Additionally, interest expense was less in 2024 due to reduced interest rates and outstanding principal balances.

 

Clene reported a net loss of $8.0 million, or $1.22 per share, for the quarter ended September 30, 2024, compared to a net loss of $2.4 million, or $0.38 per share, for the same period in 2023.

 

About Clene

Clene Inc., (Nasdaq: CLNN) (along with its subsidiaries, “Clene”) and its wholly owned subsidiary Clene Nanomedicine Inc., is a late clinical-stage biopharmaceutical company focused on improving mitochondrial health and protecting neuronal function to treat neurodegenerative diseases, including amyotrophic lateral sclerosis, Parkinson’s disease, and multiple sclerosis. CNM-Au8® is an investigational first-in-class therapy that improves central nervous system cells’ survival and function via a mechanism that targets mitochondrial function and the NAD pathway while reducing oxidative stress. CNM-Au8® is a federally registered trademark of Clene Nanomedicine, Inc. The company is based in Salt Lake City, Utah, with R&D and manufacturing operations in Maryland. For more information, please visit www.clene.com or follow us on X (formerly Twitter) and LinkedIn.

 

About CNM-Au8®

CNM-Au8 is an oral suspension of gold nanocrystals developed to restore neuronal health and function by increasing energy production and utilization. The catalytically active nanocrystals of CNM-Au8 drive critical cellular energy producing reactions that enable neuroprotection and remyelination by increasing neuronal and glial resilience to disease-relevant stressors. CNM-Au8® is a federally registered trademark of Clene Nanomedicine Inc.

 

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the “safe harbor” provisions created by those laws. Clene’s forward-looking statements include, but are not limited to, statements regarding Clene’s expectations that its resources are sufficient to fund operations into the first quarter of 2025, and the availability of an accelerated approval regulatory pathway. In addition, any statements that refer to characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments, risks and uncertainties. We anticipate that subsequent events and developments will cause our views to change. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, Clene’s expectations that its resources are sufficient to fund operations into the first quarter of 2025 and the availability of an accelerated approval regulatory pathway  may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include general market conditions; whether clinical trials of our drug candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities, or do not otherwise produce positive results, which may cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete; Clene’s ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; Clene’s ability to achieve commercial success for its drug candidates, if approved; Clene’s limited operating history and its ability to obtain additional funding for operations and to complete the development and commercialization of its drug candidates, and other risks and uncertainties set forth in “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to rely unduly upon these statements. All information in this press release is as of the date of this press release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.

 

Media Contact

Investor Contact

Ignacio Guerrero-Ros, Ph.D., or David Schull

Kevin Gardner

Russo Partners, LLC

LifeSci Advisors
Ignacio.guerrero-ros@russopartnersllc.com

kgardner@lifesciadvisors.com

David.schull@russopartnersllc.com

617-283-2856
(858) 717-2310  
 

CLENE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except share and per share amounts)

(Unaudited)

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenue:

                               

Product revenue

  $ 65     $ 65     $ 173     $ 355  

Royalty revenue

    22       43       78       129  

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

                      (402 )

Issuance costs for common stock warrant liabilities

                      (333 )

Loss on initial issuance of equity

                      (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

          1,004       75       2,114  

Change in fair value of Initial Stockholders contingent earn-out liability

          129       10       272  

Research and development tax credits and unrestricted grants

    27       247       339       902  

Other income, net

          45             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

                       

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

  $ (1.22 )   $ (0.38 )   $ (4.00 )   $ (8.11 )

Weighted average common shares used to compute basic and diluted net loss per share

    6,557,839       6,420,274       6,467,771       4,851,348  
 

CLENE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 14,645     $ 28,821  

Marketable securities

          6,179  

Accounts receivable

          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  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

               

Current liabilities:

               

Accounts payable

  $ 1,678     $ 1,504  

Accrued liabilities

    6,733       3,720  

Share subscriptions payable

    3,810        

Operating lease obligations, current portion

    732       576  

Finance lease obligations, current portion

          27  

Notes payable, current portion

    10,875       14,627  

Convertible notes payable, current portion

          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

          75  

Initial Stockholders contingent earn-out liability

          10  

TOTAL LIABILITIES

    35,694       38,951  

Commitments and contingencies

               

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  
 
Image Exhibit

Exhibit 99.2

 

 

 

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