0001437749-26-008502 | 10-K | XBRL Viewer

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

6,696,914

7,242,876

^[1]

$ 230

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

^[1]

120,375

^[2]

$ 230

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

^[2]

1,229

^[3]

$ 4.6014

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

^[3]

150,000

^[4]

$ 22

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

^[4]

2,500,000

^[5]

$ 30

Common Warrant Exercisable on October 2024 [Member]

^[5]

2,500,000

^[6]

$ 0.001

Common Stock Warrant Exercisable on October 2024, Two [Member]

^[6]

424,358

^[7]

$ 4.82

^[7]

1,546,914

[1]	Represented 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. As of December 31, 2025, the warrants had expired unexercised.
[2]	Represented 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 December 31, 2025, the warrants had expired unexercised.
[3]	Represents shares of Common Stock underlying the 2023 Avenue Warrant, issued pursuant to the Second Amendment (see Note 8). As of December 31, 2025 and 2024, the warrant had not been exercised.
[4]	Represents shares of Common Stock underlying the Tranche A Warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering. The Tranche A Warrants 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. As of December 31, 2025 and 2024, no warrants had been exercised.
[5]	Represents shares of Common Stock underlying warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering (the “Tranche B Warrants”). The Tranche B Warrants 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. As of December 31, 2025 and 2024, no warrants had been exercised.
[6]	Represented shares of Common Stock underlying pre-funded warrants to purchase one share of Common Stock, issued in our October 2024 public equity offering (the “2024 Pre-Funded Warrants”). As of December 31, 2025 and 2024, respectively, 441,920 and 17,626 shares had been issued upon exercises for nominal proceeds.
[7]	Represents shares of Common Stock underlying the 2024 Common Warrants to purchase one share of Common Stock, issued in our October 2024 public equity offering. As of December 31, 2025 and 2024, no warrants had been exercised.

Note 16 - Geographic and Segment Information - Reconciliation of the Reportable Segments' Loss From Operations to Consolidated (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Total other income (expense), net

$ (23,083)

$ (33,093)

^[1]

(3,090)

(6,307)

Net loss before income taxes

$ (26,173)

$ (39,400)

[1]	Represents consolidated total other income (expense), net, as reported on the consolidated statements of operations and comprehensive loss.

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.

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The net result for the period of deducting operating expenses from operating revenues.

Note 6 - Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Accrued compensation and benefits	$ 3,136	$ 4,079
Deferred grants	1,507	2,665
Accrued CRO and clinical fees	198	771
Other	161	251
Total accrued liabilities	$ 5,002	$ 7,766

Note 4 - Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2025

Prepaid Expenses and Other Current Assets [Text Block]

Note 4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2025 and 2024 were as follows:

	*December 31,*		*December 31,*
(in thousands)	*2025*		*2024*
Metals to be used in research and development	$	2,736	$	1,849
Prepaid clinical and CRO expenses		286		1,557
Research and development tax credits receivable		590		327
Other		139		137
Total prepaid expenses and other current assets	$	3,751	$	3,870

Note 15 - Related Party Transactions

12 Months Ended

Dec. 31, 2025

Note 15. Related Party Transactions

Supply and License Agreements

In August 2018, we entered into an exclusive supply agreement (the “Supply Agreement”) and license agreement (the “License 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 Supply Agreement and License 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 are renewable for additional five-year terms upon mutual agreement of the parties.

We currently provide (i) an aqueous zinc-silver ion dietary (mineral) supplement on a non-exclusive basis to 4Life that is sold under the trade name Zinc Factor™, and (ii) an aqueous gold dietary (mineral) supplement of very low-concentration gold nanoparticles on an exclusive basis to 4Life that is sold under the tradename Gold Factor™ and is subject to royalties. Total revenue under the Amended 4Life Agreements during the years ended December 31, 2025 and 2024 was as follows:

	*Year Ended December 31,*
(in thousands)	*2025*		*2024*
Product revenue from related parties	$	117	$	235
Royalty revenue from related parties		81		105
Total revenue from related parties	$	198	$	340

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.

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

12 Months Ended

Dec. 31, 2025

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

	*December 31,*		*December 31,*
(in thousands)	*2025*		*2024*
Metals to be used in research and development	$	2,736	$	1,849
Prepaid clinical and CRO expenses		286		1,557
Research and development tax credits receivable		590		327
Other		139		137
Total prepaid expenses and other current assets	$	3,751	$	3,870

Note 2 - Summary of Significant Accounting Policies (Details Textual)			12 Months Ended
	Jul. 11, 2024 USD ($) $ / shares	Dec. 30, 2020	Dec. 31, 2025 USD ($) $ / shares	Dec. 31, 2024 USD ($) $ / shares	Mar. 13, 2026 USD ($)	Jan. 31, 2025 USD ($)	Jan. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares			$ 0.0001	$ 0.0001
Inventory, Raw Materials, Gross			$ 23,000	$ 53,000
Inventory, Finished Goods, Gross			14,000	15,000
Tangible Asset Impairment Charges			0	0
Deferred Offering Costs			0	0
Research and Development Expense			14,011,000	20,058,000
General and Administrative Expense			9,229,000	13,307,000
Grant Funding on Conditional Grants [Member]
Research and Development Expense			8,500,000	3,300,000
General and Administrative Expense			400,000	100,000
NIH Grant Total [Member]
Government Assistance, Award Amount								$ 45,100,000
Subawards [Member]
Government Assistance, Award Amount						$ 8,000,000	$ 7,300,000
Government Assistance, Cash Receipt			$ 8,600,000	$ 3,000,000
Subawards [Member] \| Subsequent Event [Member]
Government Assistance, Award Amount					$ 8,000,000
Reverse Recapitalization [Member] \| Clene Nanomedicine Contingent Earn-out [Member]
Business Combination, Contingent Earnout, Milestone Two, Period (Year)		5 years
Maximum [Member] \| Subawards [Member]
Government Assistance, Award Amount								$ 30,900,000
Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)			3 years
Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)			5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)			3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)			7 years
Computer Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)			2 years
Computer Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)			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 10 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2025

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

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
United States	$	(25,996	)	$	(39,240	)
Foreign		(177	)		(160	)
Net loss before income taxes	$	(26,173	)	$	(39,400	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*Year Ended December 31,*
(in thousands, except tax rates)	*2025*
U.S. Federal statutory tax rate	$	(5,496	)	21.00	%
State and local income tax effects⁽¹⁾		—		0.00	%
Foreign tax effects		37		(0.14	)%
Tax credits:
Research and development credits - Federal		(392	)	1.50	%
Changes in valuation allowances		5,139		(19.63	)%
Nontaxable or nondeductible items:
Stock-based compensation		398		(1.52	)%
Other		314		(1.20	)%
Income tax benefit	$	—		0.00	%

	Year Ended December 31,
(in thousands)	2024
Income tax expense (benefit) at federal statutory rate	$	(8,270	)
State income taxes (net of federal benefit)		(1,012	)
Loss on initial issuance of equity		473
Change in fair value of common stock warrant liabilities		148
Change in fair value of contingent earn-outs		(18	)
Research and development tax credits		(779	)
Stock compensation		428
Foreign rate differential		(11	)
Adjustment for change in tax rate		269
Other		206
Change in valuation allowance		8,566
Income tax benefit	$	—

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*December 31,*			*December 31,*
(in thousands)	*2025*			*2024*
Deferred tax assets:
Net operating loss carryforwards	$	46,824		$	40,749
Depreciation and amortization		1,219			1,241
Research and development and employment tax credits		6,796			6,345
Lease liability		967			1,216
Capitalized research and development expenses		7,255			8,889
Non-qualified stock options and restricted stock awards		8,475			7,369
Accrued compensation		730			970
Total deferred tax assets		72,266			66,779
Deferred tax liabilities:
Right-of-use asset		(732	)		(876	)
Other		(25	)		(23	)
Total deferred tax liabilities		(757	)		(899	)
Less: valuation allowance		(71,509	)		(65,880	)
Net deferred tax assets (liabilities)	$	—		$	—

Note 15 - Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2025

	*Year Ended December 31,*
(in thousands)	*2025*		*2024*
Product revenue from related parties	$	117	$	235
Royalty revenue from related parties		81		105
Total revenue from related parties	$	198	$	340

Note 12 - Fair Value (Tables)

12 Months Ended

Dec. 31, 2025

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

	*December 31, 2025*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
Money market funds	$	2,211	$	—	$	—	$	2,211
Common stock warrant liabilities		—		—		5,063		5,063
Derivative liabilities		—		—		3,093		3,093

	*December 31, 2024*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
Money market funds	$	7,002	$	—	$	—	$	7,002
Common stock warrant liabilities		—		—		4,541		4,541
Derivative liabilities		—		—		1,804		1,804

(in thousands)	*Common Stock Warrant Liabilities*		*Derivative Liabilities*
Balance – December 31, 2024	$	4,541	$	1,804
Initial fair value of instruments issued		—		239
Change in fair value		522		363
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		—		687
Balance – December 31, 2025	$	5,063	$	3,093

(in thousands)	*Common Stock Warrant Liabilities*		*Derivative Liabilities*		*Clene Nanomedicine Contingent Earn-out*			*Initial Stockholders Contingent Earn-out*
Balance – December 31, 2023	$	1,481	$	—	$	75		$	10
Initial fair value of instruments issued		2,291		1,425
Change in fair value		702		379		(75	)		(10	)
Change in 2023 Avenue Warrant fair value pursuant to the Third Amendment, recorded as a debt discount		67		—		—			—
Balance – December 31, 2024	$	4,541	$	1,804	$	—		$	—

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

	December 31,			August 13,			August 13,			December 31,
	2025			2025⁽¹⁾			2025⁽²⁾			2024⁽³⁾
Expected stock price volatility		107.30	%		96.30	%		89.20	%		101.50	%
Discount rate		19.00	%		21.00	%		21.00	%		12.00	%
Risk-free interest rate		3.50% – 3.60	%		3.80% – 4.10	%		3.90% – 4.10	%		4.20	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected term (in years)		0.38 – 1.12			0.47 – 1.50			0.44 – 0.85			0.50 – 1.47
Probability of change of control		20.00	%		20.00	%		20.00	%		10.00	%
Probability of dissolution		35.00	%		45.00	%		45.00	%		45.00	%
Probability of held to maturity		45.00	%		35.00	%		35.00	%		45.00	%

	December 31,			December 31,
	2025			2024
Expected stock price volatility		104.40% – 119.00	%		100.20% – 101.40	%
Risk-free interest rate		3.50% – 3.60	%		4.20% – 4.30	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.50 – 2.50			0.75 – 3.50
Probability of change of control		20.00	%		10.00	%
Probability of dissolution		35.00	%		45.00	%
Probability of held to expiration		45.00	%		45.00	%

	December 31,			December 31,
	2025			2024
Expected stock price volatility		124.00	%		97.80% – 101.90	%
Risk-free interest rate		3.60	%		4.20	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.46			0.71 – 1.46
Probability of NDA acceptance before warrant expiration		0.00	%		20.00	%
Probability of fundamental transaction before warrant expiration		0.00	%		10.00	%
Probability of dissolution before warrant expiration		35.00	%		45.00	%
Probability of held to expiration		65.00	%		25.00	%

	*December 31,*			*December 31,*
	*2025*			*2024*
Expected stock price volatility		104.30	%		107.50	%
Risk-free interest rate		3.60	%		4.40	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		3.75			4.75
Probability of dissolution		35.00	%		45.00	%
Probability of held to expiration		65.00	%		55.00	%

Note 11 - Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2025

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

	Year Ended December 31,
(in thousands)	2025⁽¹⁾		2024
General and administrative	$	3,395	$	4,407
Research and development		2,987		3,546
Total stock-based compensation expense	$	6,382	$	7,953

	Year Ended December 31,
(in thousands)	2025⁽¹⁾			2024
Stock options	$	6,511		$	8,127
Stock awards		(129	)		(174	)
Total stock-based compensation expense	$	6,382		$	7,953

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, 2024		1,944,252		$	27.90		8.24	$	59
Granted		903,743			5.09		9.53		—
Forfeited		(5,892	)		15.67		—		—
Expired		(54,902	)		14.92		—		—
Outstanding – December 31, 2025		2,787,201		$	20.79		8.11	$	1,013
Vested and exercisable – December 31, 2025		1,507,324		$	31.78		7.58	$	525
Vested, exercisable or expected to vest – December 31, 2025		2,787,201		$	20.79		8.11	$	1,013

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

	Year Ended December 31,
	2025			2024
Expected stock price volatility		90.97% – 110.25	%		97.78% – 111.49	%
Risk-free interest rate		3.66% – 4.24	%		3.52% – 4.58	%
Expected dividend yield		0.00	%		0.00	%
Expected term of options (in years)		5.00 – 6.25			5.00 – 10.00

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, 2024		37,441		$	196.84
Forfeited		(663	)		196.84
Expired		(36,778	)		196.84
Unvested balance – December 31, 2025		—		$	—

Note 16 - Geographic and Segment Information - Other Items from Segments by Reportable Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Addition to Long-Lived Assets	$ 39	$ 15
Operating Segments [Member]
Addition to Long-Lived Assets	39	15
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Addition to Long-Lived Assets	$ 0	$ 0

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Overview Our cybersecurity policies and procedures have been developed to ensure an adequate and consistent approach to the management, control, and protection of our information (“Information Assets”). Our Information Assets include business information, customer information and external business partner information, including, without limitation, classified information, information relating to research, intellectual property, personally identifiable information, business and product development, clinical test and evaluation data, and business plans, customer and supplier information, supply chain, manufacturing, distribution, finance, human resources, consulting, partnerships, contracts, and corporate transactions, maintained in any form or format or location, including audio, video, paper, magnetic, electronic and optical. Device and Network Security Our device and network security policies and procedures are designed to mitigate risk by ensuring our network and computing devices (“Computer Equipment”), electronic systems, and resources used in our business (“Information Systems”), whether owned or leased by us, our employees, or third parties, and the Information Assets contained therein, are protected from security threats. To mitigate risk, we utilize (i) firewalls, (ii) anti-malware software, (iii) device and environment monitoring, (iv) device scanning, alerts, and reporting, (v) identity and access management, (vi) physical security, (vii) security and application lifecycle security, (viii) security updates and backups, and (ix) vulnerability and risk assessments. Security Incident Reporting Our security incident reporting policy and procedures enable the identification, monitoring, reporting, and response capabilities to known or suspected security incidents in our network and all IT-managed services and Information Systems. Security identification begins with a broad range of potential risks, including, but not limited to, theft or unauthorized disclosure of Information Assets, unexpected modification of Company Information Assets, disruptions of service that can result in Information Assets being unavailable for an unacceptable amount of time, and suspicious behavior and/or unauthorized activity by any individual or organization that can potentially compromise Information Assets or Information Systems. Our process to monitor, report, and respond to identified or suspected security incidents includes (i) collection of relevant information about an incident, including (a) impacted systems, (b) impacted entities, (c) protection mechanisms that were in place and active at the time of the security incident, (d) audit logs, and (e) the risk classification of the Information Assets that were potentially impacted; (ii) reporting to a centralized ticketing system; (iii) reporting to management and other authorities, such as legal, human resources, IT, and local and/or state law enforcement, etc.; (iv) escalation, if the incident is considered to be critical based upon our assessment of its potential impact, to appropriate management and directors and other authorities; and (v) documentation of the incident and our response actions taken. Change and Configuration Management Our change and configuration management policy and procedures enable the effective management of changes to Information Systems (“Changes”) to ensure the confidentiality and integrity of Information Assets and the continued availability of both the Information Systems and IT services. The policies and procedures apply to all changes to Information Systems managed by the Company or its IT external business partners. Our change and configuration management includes: (i) authorization, (ii) impact assessments, (iii) the use of test environments, (iv) quality and user-acceptance testing, (v) documentation, and (vi) error resolution. Information Asset Protection Our Information Asset protection policy and procedures enables the management, control, and protection of Information Assets from unauthorized disclosure, theft, loss, destruction, unauthorized alteration, unauthorized access, and the denial of availability, all of which could have a direct and significant impact on the future success of the Company. Protection of Information Asset supports the efficient and effective management, control, and protection of our business information and the business information entrusted to us by our customers and external business partners. All Information Asset protection policies and procedures must also be viewed in the context of our obligations to comply with government requirements, such as those related to the protection of personal data, and compliance with our contractual obligations. We use the following approach to manage risks related to Information Asset protection: (i) identification and classification of Information Assets, (ii) identification and assessment of the threats to those Information Assets and the associated risk based upon impact to the business and the likelihood of their occurrence, (iii) assessment and analysis of risk, and determination of the actions required to lower risks to an acceptable level, (iv) implementation of appropriate controls or management acknowledgment of risk where controls cannot be implemented, (v) continuous monitoring and measuring of risk, (vi) ongoing communication of risks and mitigating actions, and (vii) auditing for compliance.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	Our cybersecurity policies and procedures have been developed to ensure an adequate and consistent approach to the management, control, and protection of our information (“Information Assets”). Our Information Assets include business information, customer information and external business partner information, including, without limitation, classified information, information relating to research, intellectual property, personally identifiable information, business and product development, clinical test and evaluation data, and business plans, customer and supplier information, supply chain, manufacturing, distribution, finance, human resources, consulting, partnerships, contracts, and corporate transactions, maintained in any form or format or location, including audio, video, paper, magnetic, electronic and optical.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]	We face a number of cybersecurity risks in connection with our business and have from time-to-time experienced cybersecurity incidents, which to date have not had a material impact on our financial condition or results of operations. For more information about the cybersecurity risks we face, see Item 1A—Risk Factors “Our internal computer systems, or those used by any CROs or other third-party contractors or consultants we may engage, may fail or suffer security breaches.”
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance Assessing, identifying, and managing cybersecurity related risks are integrated into our overall risk management program. Our CEO, General Counsel, and Vice President of Quality and Technical Operations (“VP of Quality”) directly oversee the development, implementation, operation, and revision of our cybersecurity policies and procedures, and are primarily responsible for the oversight of risks from cybersecurity threats and any security incidents that may occur. These officers have more than 27 years of combined experience in managing IT, operations, and information risk and security. Our VP of Quality has experience developing comprehensive information security programs for organizations, and brings extensive experience in the private sector and is a specialist in IT governance strategies, risk management protocols, and compliance frameworks. All security incidents are managed by our VP of Quality and reported to management, including our CEO, General Counsel, and other personnel based upon the specifics of the incident and its impact. Additionally, if a known or suspected security incident occurs at the Company, based upon its risk classification and if we assess the impact to be critical, the incident is escalated in a timely manner to the Audit Committee of the Board of Directors for oversight of the monitoring, reporting, and response process. The Audit Committee also oversees the implementation of our policies and procedures to prevent or reduce cybersecurity risks on an ongoing basis during the performance of its general committee duties. We face a number of cybersecurity risks in connection with our business and have from time-to-time experienced cybersecurity incidents, which to date have not had a material impact on our financial condition or results of operations. For more information about the cybersecurity risks we face, see Item 1A—Risk Factors “Our internal computer systems, or those used by any CROs or other third-party contractors or consultants we may engage, may fail or suffer security breaches.”
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Assessing, identifying, and managing cybersecurity related risks are integrated into our overall risk management program. Our CEO, General Counsel, and Vice President of Quality and Technical Operations (“VP of Quality”) directly oversee the development, implementation, operation, and revision of our cybersecurity policies and procedures, and are primarily responsible for the oversight of risks from cybersecurity threats and any security incidents that may occur. These officers have more than 27 years of combined experience in managing IT, operations, and information risk and security. Our VP of Quality has experience developing comprehensive information security programs for organizations, and brings extensive experience in the private sector and is a specialist in IT governance strategies, risk management protocols, and compliance frameworks. All security incidents are managed by our VP of Quality and reported to management, including our CEO, General Counsel, and other personnel based upon the specifics of the incident and its impact. Additionally, if a known or suspected security incident occurs at the Company, based upon its risk classification and if we assess the impact to be critical, the incident is escalated in a timely manner to the Audit Committee of the Board of Directors for oversight of the monitoring, reporting, and response process. The Audit Committee also oversees the implementation of our policies and procedures to prevent or reduce cybersecurity risks on an ongoing basis during the performance of its general committee duties.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

Note 6 - Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Accrued Liabilities [Table Text Block]

	*December 31,*		*December 31,*
(in thousands)	*2025*		*2024*
Accrued compensation and benefits	$	3,136	$	4,079
Deferred grants		1,507		2,665
Accrued CRO and clinical fees		198		771
Other		161		251
Total accrued liabilities	$	5,002	$	7,766

Note 16 - Geographic and Segment Information (Tables)

12 Months Ended

Dec. 31, 2025

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
Segment revenue from external customers	$	200		$	342
Segment operating expenses:
Cost of revenue		43			70
Research and development:
CNM-Au8:
Amyotrophic lateral sclerosis		5,936			3,400
Multiple sclerosis		295			239
Parkinsonʼs disease		—			(18	)
Regulatory activities		484			928
General/preclinical/nonclinical		95			375
CNM-ZnAg		—			17
Facilities		1,662			1,560
Depreciation		1,351			1,379
Manufacturing		805			1,130
Research		11			48
Equipment		98			116
Maintenance		144			264
Information technology		324			160
Personnel		8,210			10,114
Stock-based compensation		2,987			3,546
Grant revenue as a reduction of research and development expense		(8,523	)		(3,285	)
Other segment items ‒ Research and development⁽¹⁾		132			85
General and administrative:
Insurance		725			822
Legal		504			822
Finance and accounting		1,013			761
Public and investor relations		343			662
Facilities		119			119
Depreciation		144			266
Information technology		152			300
Personnel		2,874			4,177
Stock-based compensation		3,395			4,407
Grant revenue as a reduction of general and administrative expense		(358	)		(147	)
Other segment items ‒ General and administrative⁽²⁾		318			1,118
Segment loss from operations		(23,083	)		(33,093	)

Reconciliation of segment loss from operations:
Adjustments and reconciling items		—			—
Consolidated loss from operations	$	(23,083	)	$	(33,093	)

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
Segment loss from operations	$	(23,083	)	$	(33,093	)
Total other income (expense), net⁽¹⁾		(3,090	)		(6,307	)
Net loss before income taxes	$	(26,173	)	$	(39,400	)

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	*December 31,*		*December 31,*
(in thousands)	*2025*		*2024*
Total assets:
Products	$	12,828	$	15,001
Corporate		5,303		12,336
Consolidated	$	18,131	$	27,337

Segment, Reconciliation of Other Items from Segments to Consolidated [Table Text Block]

	Year Ended December 31,
(in thousands)	2025		2024
Products	$	39	$	15
Corporate		—		—
Consolidated	$	39	$	15

Note 5 - Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Property and equipment, gross	$ 15,384	$ 15,355
Less accumulated depreciation	(9,361)	(7,876)
Total property and equipment, net	6,023	7,479
Equipment [Member]
Property and equipment, gross	3,466	3,437
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	$ 1,298	$ 1,298

Note 3 - Cash and Cash Equivalents (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Cash and Cash Equivalents [Table Text Block]

	*December 31, 2025*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
Money market funds	$	2,211	$	—	$	—	$	2,211
Total cash equivalents		2,211		—		—		2,211
Cash		2,978		—		—		2,978
Total cash and cash equivalents	$	5,189	$	—	$	—	$	5,189

	*December 31, 2024*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
Money market funds	$	7,002	$	—	$	—	$	7,002
Total cash equivalents		7,002		—		—		7,002
Cash		5,153		—		—		5,153
Total cash and cash equivalents	$	12,155	$	—	$	—	$	12,155

Note 11 - Benefit Plans - Stock-based Compensation Expense (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

^[1]

Dec. 31, 2024

Share-Based Payment Arrangement, Option [Member]

$ 6,382

$ 7,953

Restricted Stock Awards [Member]

6,511

8,127

General and Administrative Expense [Member]

(129)

(174)

Research and Development Expense [Member]

3,395

4,407

$ 2,987

$ 3,546

[1]	Excludes $0.4 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.

Note 12 - Fair Value (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2025	Dec. 31, 2024	Oct. 31, 2024	Jun. 30, 2023
Long-Term Debt, Gross	$ 17,615
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	6,696,914	7,242,876
Tranche A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				2,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 22
The 2024 Common Warrants [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
The 2024 S S C P Notes [Member]
Long-Term Debt, Gross	$ 9,300	$ 8,600
Debt Instrument, Fair Value Disclosure	$ 8,200

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 10: http://www.xbrl.org/2003/role/exampleRef
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Reference 11: http://www.xbrl.org/2003/role/exampleRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Note 14 - Net Loss Per Share

12 Months Ended

Dec. 31, 2025

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 years ended December 31, 2025 and 2024 was as follows:

	*Year Ended December 31,*
(in thousands, except share and per share data)	*2025*			*2024*
Numerator:
Net loss attributable to common stockholders	$	(26,173	)	$	(39,400	)
Denominator:
Weighted average common shares outstanding		9,858,907			6,954,133
Net loss per share attributable to common stockholders – basic and diluted	$	(2.65	)	$	(5.67	)

The following shares of potentially dilutive securities were excluded from the computation of diluted net loss per share attributable to common stockholders for the years ended December 31, 2025 and 2024 because they were antidilutive, out-of-the-money, or the issuance of such shares is contingent upon certain conditions that were not satisfied by the end of the period:

	*Year Ended December 31,*
	*2025*		*2024*
Convertible notes payable (see Note 8)		1,503,596		1,209,289
Common stock warrants (see Note 13)		6,696,914		6,818,518
Options to purchase common stock (see Note 11)		2,787,201		1,944,252
Unvested restricted stock awards (see Note 11)		—		37,441
Contingent earn-out shares (see Note 2)		—		329,628
Total shares excluded from diluted net loss per share		10,987,711		10,339,128

Note 14 - Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2025

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

	*Year Ended December 31,*
(in thousands, except share and per share data)	*2025*			*2024*
Numerator:
Net loss attributable to common stockholders	$	(26,173	)	$	(39,400	)
Denominator:
Weighted average common shares outstanding		9,858,907			6,954,133
Net loss per share attributable to common stockholders – basic and diluted	$	(2.65	)	$	(5.67	)

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

	*Year Ended December 31,*
	*2025*		*2024*
Convertible notes payable (see Note 8)		1,503,596		1,209,289
Common stock warrants (see Note 13)		6,696,914		6,818,518
Options to purchase common stock (see Note 11)		2,787,201		1,944,252
Unvested restricted stock awards (see Note 11)		—		37,441
Contingent earn-out shares (see Note 2)		—		329,628
Total shares excluded from diluted net loss per share		10,987,711		10,339,128

Note 11 - Benefit Plans - Assumptions of Stock Options (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected stock price volatility	90.97%	97.78%
Risk-free interest rate	3.66%	3.52%
Expected term of options (in years) (Year)	5 years	5 years
Maximum [Member]
Expected stock price volatility	110.25%	111.49%
Risk-free interest rate	4.24%	4.58%
Expected term of options (in years) (Year)	6 years 3 months	10 years

Note 7 - Leases - Maturity Analysis of Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
2026	$ 1,161
2027	1,133
2028	1,093
2029	649
2030	623
Thereafter	422
Total minimum lease payments	5,081
Less amount representing interest/discounting	(1,023)
Present value of minimum lease payments	4,058
Less lease obligations, current portion	(808)	$ (926)
Lease obligations, net of current portion	$ 3,250	$ 4,132

Note 7 - Leases

12 Months Ended

Dec. 31, 2025

Lessee, Operating and Finance Leases [Text Block]

Note 7. Leases

We lease laboratory and office space and certain laboratory equipment under non-cancellable operating 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.

We have leases for three real estate properties: (i) a laboratory and manufacturing facility lease that 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 lease that commenced in February 2022 with a seven-year term and an option to extend for two five-year periods, and (iii) our corporate office lease that commenced in April 2020 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 December 31, 2025 and 2024, our operating lease obligations had a weighted-average discount rate of 9.6% and 9.6%, respectively, and a weighted-average remaining term of 4.6 years and 5.5 years, respectively.

Maturity Analysis of Lease Obligations

The maturity analysis of our operating lease obligations as of December 31, 2025 was as follows:

(in thousands)	*Operating Leases*
2026	$	1,161
2027		1,133
2028		1,093
2029		649
2030		623
Thereafter		422
Total minimum lease payments		5,081
Less amount representing interest/discounting		(1,023	)
Present value of minimum lease payments		4,058
Less lease obligations, current portion		(808	)
Lease obligations, net of current portion	$	3,250

Components of Lease Cost

The components of lease costs for the years ended December 31, 2025 and 2024 were as follows:

	*Year Ended December 31,*
(in thousands)	*2025*		*2024*
Finance lease amortization	$	—	$	69
Operating lease costs		1,018		1,019
Short-term lease costs		2		2
Variable lease costs		318		231
Total lease costs	$	1,338	$	1,321

Supplemental Cash Flow Information

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
Operating cash flows from operating leases	$	(1,338	)	$	(1,252	)
Financing cash flows from finance leases	$	—		$	(27	)

Note 3 - Cash and Cash Equivalents - Available-for-sale Securities (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Money Market Funds [Member]
Amortized cost	$ 2,211	$ 7,002
Gross unrealized gains	0	0
Gross unrealized losses	0	0
Fair value	2,211	7,002
Cash Equivalents [Member]
Amortized cost	2,211	7,002
Gross unrealized gains	0	0
Gross unrealized losses	0	0
Fair value	2,211	7,002
Cash [Member]
Amortized cost	2,978	5,153
Gross unrealized gains	0	0
Gross unrealized losses	0	0
Fair value	2,978	5,153
Cash and Cash Equivalents [Member]
Amortized cost	5,189	12,155
Gross unrealized gains	0	0
Gross unrealized losses	0	0
Fair value	$ 5,189	$ 12,155

Amount of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale).

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U.S. Federal statutory tax rate

Note 10 - Income Taxes - Reconciliation of Income Tax (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

$ (5,496)

$ (8,270)

U.S. Federal statutory tax rate, percent

21.00%

State and local income tax effects(1)

$ 0

^[1]

(1,012)

State and local income tax effects(1), percent

^[1]

0.00%

Foreign tax effects

$ 37

(11)

Foreign tax effects, percent

(0.14%)

Research and development credits - Federal

$ (392)

(779)

Research and development credits - Federal, percent

1.50%

Changes in valuation allowances

$ 5,139

8,566

Changes in valuation allowances, percent

(19.63%)

Stock-based compensation

$ 398

428

Stock-based compensation, percent

(1.52%)

Other, tax adjustments

$ 314

206

Other, tax adjustments, percent

(1.20%)

Income tax benefit

$ 0

Income tax benefit, percent

0.00%

Loss on initial issuance of equity

$ 473

Change in fair value of common stock warrant liabilities

148

Change in fair value of contingent earn-outs

(18)

Adjustment for change in tax rate

$ 269

[1]	2025 state taxes in Utah made up the majority (greater than 50%) of the tax effect in this category.

Note 8 - Notes Payable and Convertible Notes Payable - Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Aug. 31, 2025	Dec. 31, 2024
Future debt payments, net	$ 17,615
Notes payable, net of current portion	3,741		$ 4,610
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs	(2,378)		0
Convertible notes payable	9,800		10,816
Notes Payable [Member]
Future debt payments, net	5,937		5,500
Unamortized discount and debt issuance costs	(500)		(531)
Less notes payable, current portion, net of unamortized discount and debt issuance costs	(1,696)		(359)
Notes payable, net of current portion	3,741		4,610
Convertible Notes Payable [Member]
Future debt payments, net	13,119		11,812
Unamortized discount and debt issuance costs	(941)		(996)
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs	(2,378)		0
Convertible notes payable	$ 9,800		10,816
The 2019 Cecil Loan [Member] \| Notes Payable [Member]
Interest Rate	8.00%
Future debt payments, net	$ 154		146
The 2019 Maryland DHCD [Member] \| Notes Payable [Member]
Interest Rate	8.00%
Future debt payments, net	$ 774		734
The 2022 Maryland DHCD [Member] \| Notes Payable [Member]
Interest Rate	6.00%
Future debt payments, net	$ 736		1,083
The 2024 S S C P Note [Member] \| Notes Payable [Member]
Interest Rate	12.00%
Future debt payments, net	$ 3,678		3,537
The 2024 S S C P Note [Member] \| Convertible Notes Payable [Member]
Interest Rate	12.00%
Future debt payments, net	$ 6,832		6,500
The 2025 S S C P Note [Member] \| Notes Payable [Member]
Interest Rate	12.00%
Future debt payments, net	$ 595		0
The 2025 S S C P Note [Member] \| Convertible Notes Payable [Member]
Future debt payments, net	975		0
The 2022 DHCD Loan [Member] \| Notes Payable [Member]
Future debt payments, net	$ 5,286
The 2022 DHCD Loan [Member] \| Convertible Notes Payable [Member]
Interest Rate	6.00%
Future debt payments, net	$ 5,312		$ 5,312
The 2025 S S C P Notes [Member]
Interest Rate		12.00%
The 2025 S S C P Notes [Member] \| Notes Payable [Member]
Future debt payments, net	$ 1,378
The 2025 S S C P Notes [Member] \| Convertible Notes Payable [Member]
Interest Rate	12.00%

Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Income Tax Expense (Benefit)	$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%
Effective Income Tax Rate Reconciliation, Percent	0.00%	0.00%
Unrecognized Tax Benefits	$ 0	$ 0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	0	0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	0	$ 0
Research Tax Credit Carryforward [Member]
Tax Credit Carryforward, Amount	$ 6,700
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Operating Loss Carryforwards	$ 195,700
Operating Loss Carryforwards Not Subject to Expiration	162,300
Operating Loss Carryforwards Subject to Expiration	33,400
State and Local Jurisdiction [Member]
Operating Loss Carryforwards	136,300
Operating Loss Carryforwards Not Subject to Expiration	123,400
Operating Loss Carryforwards Subject to Expiration	$ 12,900

Note 7 - Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Operating cash flows from operating leases	$ (1,338)	$ (1,252)
Payments of finance lease obligations	$ 0	$ (27)

Note 6 - Accrued Liabilities

12 Months Ended

Dec. 31, 2025

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

Note 6. Accrued Liabilities

Accrued liabilities as of December 31, 2025 and 2024 were as follows:

	*December 31,*		*December 31,*
(in thousands)	*2025*		*2024*
Accrued compensation and benefits	$	3,136	$	4,079
Deferred grants		1,507		2,665
Accrued CRO and clinical fees		198		771
Other		161		251
Total accrued liabilities	$	5,002	$	7,766

Document And Entity Information - USD ($)	12 Months Ended
Document And Entity Information - USD ($)	Dec. 31, 2025	Mar. 13, 2026	Jun. 30, 2025
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	FY
Document Fiscal Year Focus	2025
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
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
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	CLNN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 40,400,000
Entity Common Stock, Shares Outstanding		11,778,307
Auditor Firm ID	34
Auditor Name	Deloitte & Touche LLP
Auditor Location	Salt Lake City, Utah

Note 7 - Leases (Details Textual)	1 Months Ended
Note 7 - Leases (Details Textual)	Sep. 30, 2022	Feb. 28, 2022	Sep. 30, 2021	Dec. 31, 2025	Dec. 31, 2024
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)				4 years 7 months 6 days	5 years 6 months
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 9 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

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 December 31, 2025 and 2024, we had commitments under various agreements for capital expenditures totaling $0.2 million and $0.2 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 two grants from the National Multiple Sclerosis Society (“NMSS”): (i) $0.3 million in September 2019 (the “2019 Grant”) for our VISIONARY-MS clinical trial, and (ii) $0.7 million in May 2023 (the “2023 Grant”) for our REPAIR-MS clinical trial. Pursuant to the grants, if we make future commercial sales of CNM-Au8 for MS, we will repay: (i) 50% of the grants upon the first commercial 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 of 450% of the grants if all milestones are achieved. If NMSS has not yet received aggregate repayments equal to 300% of the 2019 Grant or 150% of the 2023 Grant, then the following events will trigger repayment of 300% of the 2019 Grant, or $1.0 million, and 150% of the 2023 Grant, or $1.0 million, less any amounts previously paid: (i) sale of all or substantially all of our assets and business, (ii) sale of any portion of our assets and business including CNM-Au8 for MS treatment, (iii) exclusive licensing of our intellectual property claiming CNM-Au8 for MS treatment, (iv) a collaboration with a third-party to develop CNM-Au8 for MS treatment (2019 Grant only), or (v) licensing of our commercialization rights to CNM-Au8 for MS treatment (2023 Grant only). As of December 31, 2025, we have not met any of the above milestones. We account for these provisions in accordance with ASC 450, Contingencies (“ASC 450”). We assessed the likelihood of each event as less than probable and therefore no contingent liability is recognized. Our 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 our estimate of the likelihood of each contingent event and the possible range of loss will change in the near term.

We account for the SSCPN Collateral Deficiency Fee and SSCPN Registration Fee (see Note 8) as contingent liabilities in accordance with ASC 450 that were not probable as of December 31, 2025, and therefore no contingent liabilities were recorded. Our estimate of the possible range of loss for the SSCPN Registration Fee is between $0.2 million, which is equal to the loss upon initial failure to register the SSCPN Conversion Feature underlying shares, and $1.2 million, which is equal to the contractually-limited maximum loss upon continued failure to register the SSCPN Conversion Feature underlying shares. We are not able to estimate a possible range of loss for the SSCPN Collateral Deficiency Fee. It is at least reasonably possible that our estimate of the likelihood of each contingent event and the possible range of loss will change in the near term.

Note 7 - Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Finance lease amortization	$ 0	$ 69
Operating lease costs	1,018	1,019
Short-term lease costs	2	2
Variable lease costs	318	231
Total lease costs	$ 1,338	$ 1,321

Note 13 - Capital Stock

12 Months Ended

Dec. 31, 2025

Equity [Text Block]

Note 13. Capital Stock

As of December 31, 2025 and 2024, our amended and restated certificate of incorporation authorized us to issue 600,000,000 shares of Common Stock, par value $0.0001 per share; and 1,000,000 shares of Preferred Stock, par value $0.0001 per share. As of December 31, 2025 and 2024, we had 10,849,974 and 8,089,565 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 and pre-funded warrants to purchase shares of Common Stock:

						Number of Shares Issuable
						December 31,		December 31,
Date Exercisable	Exercise Price		Expiration		Classification	2025		2024
December 2020	$	230.00	December 2025	⁽¹⁾	Equity		—		120,375
December 2020	$	230.00	December 2025	⁽²⁾	Equity		—		1,229
June 2023	$	4.6014	June 2028	⁽³⁾	Liability		150,000		150,000
June 2023	$	22.00	June 2026	⁽⁴⁾	Liability		2,500,000		2,500,000
June 2023	$	30.00	June 2030	⁽⁵⁾	Equity		2,500,000		2,500,000
October 2024	$	0.001	None	⁽⁶⁾	Equity		—		424,358
October 2024	$	4.82	October 2029	⁽⁷⁾	Liability		1,546,914		1,546,914
Total shares							6,696,914		7,242,876

(1)	Represented 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. As of December 31, 2025, the warrants had expired unexercised.

(2)

Represented 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 December 31, 2025, the warrants had expired unexercised.

(3)	Represents shares of Common Stock underlying the 2023 Avenue Warrant, issued pursuant to the Second Amendment (see Note 8). As of December 31, 2025 and 2024, the warrant had not been exercised.

(4)

Represents shares of Common Stock underlying the Tranche A Warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering. The Tranche A Warrants 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. As of December 31, 2025 and 2024, no warrants had been exercised.

(5)

Represents shares of Common Stock underlying warrants to purchase one share of Common Stock, issued in our June 2023 public equity offering (the “Tranche B Warrants”). The Tranche B Warrants 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. As of December 31, 2025 and 2024, no warrants had been exercised.

(6)

Represented shares of Common Stock underlying pre-funded warrants to purchase one share of Common Stock, issued in our October 2024 public equity offering (the “2024 Pre-Funded Warrants”). As of December 31, 2025 and 2024, respectively, 441,920 and 17,626 shares had been issued upon exercises for nominal proceeds.

(7)	Represents shares of Common Stock underlying the 2024 Common Warrants to purchase one share of Common Stock, issued in our October 2024 public equity offering. As of December 31, 2025 and 2024, no warrants had been exercised.

Public Offerings

In October 2024, pursuant to a placement agency agreement with Canaccord Genuity LLC (“Canaccord”), we sold 725,000 shares of Common Stock and 2024 Pre-Funded Warrants to purchase up to 17,626 shares of Common Stock. The aggregate gross proceeds were approximately $3.5 million, excluding the proceeds, if any, from the exercise of the pre-funded warrants and 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), declared effective on April 26, 2022 (the “2022 S-3”), and a related prospectus supplement. Additionally, in separate, concurrent private placements, we also sold 379,930 shares of Common Stock, 2024 Pre-Funded Warrants to purchase up to 424,358 shares of Common Stock, and 2024 Common Warrants to purchase up to 1,546,914 shares of Common Stock. The aggregate gross proceeds from the private placements was approximately $3.8 million, of which $1.3 million was contributed by certain of our directors, executive officers and their affiliated entities, and excludes the proceeds, if any, from the exercise of the 2024 Pre-Funded Warrants and 2024 Common Warrants. The 2024 Pre-Funded Warrants were exercisable immediately at a price of $0.001 per share and expired when exercised in full. The 2024 Common Warrants were exercisable immediately at a price of $4.82 per share and expire five years from issuance. The total fair value of the Common Stock, 2024 Pre-Funded Warrants, and 2024 Common Warrants sold in the offerings exceeded the offering proceeds by $2.1 million, therefore pursuant to ASC 815, we recognized this amount as a loss on the initial issuance of equity during the year ended December 31, 2024. The placement agent fees and offering expenses were allocated to the Common Stock, 2024 Pre-Funded Warrants, and 2024 Common Warrants sold in the offering based on their relative fair values, with the amount allocated to the liability-classified 2024 Common Warrants recorded as an expense and the amounts allocated to the Common Stock and 2024 Pre-Funded Warrants as a reduction to their initial carrying values.

Common Stock Sales Agreement

In April 2022, we entered into an equity distribution agreement (the “2022 ATM Agreement”), which we amended in December 2022. In April 2025, we entered into an equity distribution agreement (the “2025 ATM Agreement,” and collectively with the 2022 ATM Agreement, the “ATM Agreements”). Canaccord acts as placement agent under the ATM Agreements 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 2022 ATM Agreement was made pursuant to our 2022 S-3, which expired on April 26, 2025, and a related prospectus supplement. The issuance and sale of Common Stock by us under the 2025 ATM Agreement was made pursuant to our registration statement on Form S-3 (file number 333-286058), declared effective by the SEC on April 25, 2025 (the “2025 S-3”), and a related prospectus supplement.

Pursuant to the ATM Agreements, 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, for a fixed commission from each sale of Common Stock, if any. During the years ended years ended December 31, 2025 and 2024, we sold 2,300,804 and 504,292 shares of Common Stock, respectively, generated gross proceeds of $10.6 million and $2.7 million, respectively, and paid commissions of $0.2 million 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 and subject to certain daily limitations based on our prior day purchase history and the volume and closing price of our Common Stock on Nasdaq, 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 2022 S-3. 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.

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 December 31, 2025 and 2024. We did not effect any sales during the periods presented herein.

The entire disclosure for equity.

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Note 1 - Nature of the Business (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	12 Months Ended
	Jan. 13, 2026	Jan. 01, 2026	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024	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)				$ (23,083)	$ (33,093)
Retained Earnings (Accumulated Deficit)			$ (282,123)	(308,296)	(282,123)
Cash, Cash Equivalents, and Short-Term Investments			12,200	5,200	12,200
Cash Provided by (Used in) Operating Activity, Including Discontinued Operation				(18,546)	$ (21,326)
Minimum Cash Balance For Loan Covenant			$ 2,000
Senior Secured Convertible Promissory Notes [Member]
Proceeds from Convertible Debt				1,500
Equity Distribution Agreement [Member]
Proceeds from Issuance or Sale of Equity				$ 10,600
January 2026 Public Equity Offering [Member] \| Subsequent Event [Member]
Proceeds from Issuance or Sale of Equity	$ 6,000	$ 6,000

Note 4 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Metals to be used in research and development	$ 2,736	$ 1,849
Prepaid clinical and CRO expenses	286	1,557
Research and development tax credits receivable	590	327
Other	139	137
Total prepaid expenses and other current assets	$ 3,751	$ 3,870

Note 10 - Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Text Block]

Note 10. Income Taxes

The components of loss before income taxes for the years ended December 31, 2025 and 2024 were as follows:

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
United States	$	(25,996	)	$	(39,240	)
Foreign		(177	)		(160	)
Net loss before income taxes	$	(26,173	)	$	(39,400	)

We had no income tax expense or benefit for the years ended December 31, 2025 and 2024. Pursuant to our prospective adoption of ASU 2023-09 (see Note 2), the following table presents a reconciliation of income tax computed at the U.S. federal statutory rate of 21.00% to expense for income taxes for the year ended December 31, 2025 as follows:

	*Year Ended December 31,*
(in thousands, except tax rates)	*2025*
U.S. Federal statutory tax rate	$	(5,496	)	21.00	%
State and local income tax effects⁽¹⁾		—		0.00	%
Foreign tax effects		37		(0.14	)%
Tax credits:
Research and development credits - Federal		(392	)	1.50	%
Changes in valuation allowances		5,139		(19.63	)%
Nontaxable or nondeductible items:
Stock-based compensation		398		(1.52	)%
Other		314		(1.20	)%
Income tax benefit	$	—		0.00	%

(1)

2025 state taxes in Utah made up the majority (greater than 50%) of the tax effect in this category.

A reconciliation of income tax computed at the U.S. federal statutory rate of 21.00% to expense for income taxes for the years ended December 31, 2024, prior to the adoption of ASU 2023-09, was as follows:

	Year Ended December 31,
(in thousands)	2024
Income tax expense (benefit) at federal statutory rate	$	(8,270	)
State income taxes (net of federal benefit)		(1,012	)
Loss on initial issuance of equity		473
Change in fair value of common stock warrant liabilities		148
Change in fair value of contingent earn-outs		(18	)
Research and development tax credits		(779	)
Stock compensation		428
Foreign rate differential		(11	)
Adjustment for change in tax rate		269
Other		206
Change in valuation allowance		8,566
Income tax benefit	$	—

Our effective tax rate was 0.00% and 0.00% during the years ended December 31, 2025 and 2024, respectively. 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. Significant components of deferred tax assets (liabilities) as of December 31, 2025 and 2024 were as follows:

	*December 31,*			*December 31,*
(in thousands)	*2025*			*2024*
Deferred tax assets:
Net operating loss carryforwards	$	46,824		$	40,749
Depreciation and amortization		1,219			1,241
Research and development and employment tax credits		6,796			6,345
Lease liability		967			1,216
Capitalized research and development expenses		7,255			8,889
Non-qualified stock options and restricted stock awards		8,475			7,369
Accrued compensation		730			970
Total deferred tax assets		72,266			66,779
Deferred tax liabilities:
Right-of-use asset		(732	)		(876	)
Other		(25	)		(23	)
Total deferred tax liabilities		(757	)		(899	)
Less: valuation allowance		(71,509	)		(65,880	)
Net deferred tax assets (liabilities)	$	—		$	—

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, carry back opportunities and tax planning strategies in making the assessment. We believe it is more likely than not that we will not realize the benefits of these deductible differences and have applied a full valuation allowance against them.

We have federal and state net operating losses (“NOLs”) of approximately $195.7 million and $136.3 million as of December 31, 2025, respectively that, subject to limitation, may be available in future tax years to offset taxable income. Of the available federal NOLs, approximately $162.3 million can be carried forward indefinitely but utilization is limited to 80% of our taxable income in any given tax year based on current federal tax laws. The remaining balance of $33.4 million will begin to expire after 2034. Of the available state NOLs, approximately $123.4 million can be carried forward indefinitely but utilization is limited to 80% of our taxable income in any given tax year based on current tax laws. The remaining balance of $12.9 million will begin to expire after 2032. Additionally, we had approximately $6.7 million of research and development credit carryforwards that will begin to expire after 2034 if not utilized.

Under the provisions of Section 382 of the Internal Revenue Code of 1986, substantial changes in our ownership may result in limitations on the amount of NOL carryforwards and research and development credits that can be utilized in future years. NOL carryforwards and research and development credits are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the amount utilized. Accordingly, we may be subject to examination for prior NOLs and credits generated as such tax attributes are utilized.

We have not recorded any amounts for unrecognized tax benefits as of December 31, 2025 and 2024. We recognize interest and penalties related to income tax matters in income tax expense. We have no accrual of interest and penalties on the consolidated balance sheets and have not recognized interest and penalties in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024.

We are subject to taxation in the U.S., Australia, Netherlands, and various state jurisdictions. Our tax returns from 2015 to present are subject to examination by U.S. and state authorities due to the carry forward of unutilized net operating losses and research and development credits. We currently have no pending examinations.

The entire disclosure for income tax.

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Note 5 - Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment [Table Text Block]

	*December 31,*			*December 31,*
(in thousands)	*2025*			*2024*
Lab equipment	$	3,466		$	3,437
Office equipment		178			178
Computer software		459			459
Leasehold improvements		9,983			9,983
Construction in progress		1,298			1,298
		15,384			15,355
Less accumulated depreciation		(9,361	)		(7,876	)
Total property and equipment, net	$	6,023		$	7,479

Depreciation Of Property Plant And Equipment [Table Text Block]

	*Year Ended December 31,*
(in thousands)	*2025*		*2024*
General and administrative	$	144	$	266
Research and development		1,351		1,379
Total depreciation expense	$	1,495	$	1,645

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Significant Accounting Policies [Text Block]

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Clene Inc. and our wholly-owned subsidiaries, Clene Nanomedicine, Inc. (“Clene Nanomedicine”), 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 consolidated financial statements in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”). In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation.

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 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 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 clinical vendors 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 consolidated financial statements.

Concentrations of Credit Risk

Financial instruments that 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 consolidated balance sheets based on the nature of the restriction. Our restricted cash balance includes contractually restricted deposits related to our corporate credit card.

Accounts Receivable

Accounts receivable are stated at invoice value less estimated allowances for sales returns and doubtful accounts. We estimate the allowance for sales returns based on historical percentage of returns over a 12-month trailing average of sales. We continually monitor customer payments and maintain a reserve for expected losses resulting from our customers’ inability to make required payments. We consider factors when estimating the allowance for doubtful accounts such as historical experience, age of the accounts receivable balances, geographic related risks, and economic conditions that may affect a customer’s ability to pay. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, a specific allowance is recorded against amounts due, thereby reducing the net recognized receivable to the amount reasonably believed to be collectible. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Historically, there have been no sales returns, no written-off accounts receivable, and no allowance for doubtful accounts reducing the balance of the accounts receivable.

Inventory

Inventory is stated at historic cost on a first-in first-out basis. Our inventory consisted of $23,000 in raw materials and $14,000 in finished goods as of December 31, 2025, and $53,000 in raw material and $15,000 in finished goods as of December 31, 2024. 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 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.

Impairment of Long-Lived Assets

Long-lived assets are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors we consider in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of assets. If an impairment review is performed to evaluate an asset group for recoverability, we compare the forecasted undiscounted cash flows expected to result from the use and eventual disposition of the asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use and eventual disposition of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows using market participant assumptions. We did not record any impairment losses on long-lived assets during the years ended December 31, 2025 and 2024.

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 consolidated statements of operations and comprehensive loss. The offset to the contra-liability is recorded as additional paid-in capital in the 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 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 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 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 consolidated statements of operations and comprehensive loss.

Deferred Offering Costs

We capitalize certain third-party legal, accounting, and other fees that are directly associated with in-process equity financings until such financings are completed. After completion of the equity financing, these costs are recorded in stockholders’ deficit as a reduction of proceeds generated as a result of the offering. Should any in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2025 and 2024, we did not have any deferred offering costs.

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 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

The Reverse Recapitalization provided for earn-out payments in the form of shares of Common Stock to be paid if we had achieved certain market-based milestones within three to five years following the Reverse Recapitalization. The earn-out payments were to be paid to certain Clene Nanomedicine stockholders (the “Clene Nanomedicine Contingent Earn-out”) and Tottenham’s sponsor and former officers and directors (the “Initial Stockholders,” and together with the Clene Nanomedicine Contingent Earn-out, the “Contingent Earn-outs”). In accordance with ASC 815, the Contingent Earn-outs were not indexed to our own stock and were accounted for as a liability and subsequently remeasured to fair value at each reporting date, with changes recorded as a component of other income (expense), net. As of December 31, 2024, the Contingent Earn-outs had no value as determined using a Monte Carlo valuation model in order to simulate the future path of our stock price over the earn-out periods. As of December 31, 2025, the milestones had not been achieved and the Contingent Earn-outs were cancelled.

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.

Revenue Recognition

Under ASC 606, Revenue from Contracts with Customers (“ASC 606”), an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for the goods or services we transfer to the customer.

Once a contract is determined to be within the scope of ASC 606 at contract inception, we review the contract to determine which performance obligations we must deliver, and which performance obligations are distinct. We recognize as revenue the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied. We typically satisfy our performance obligations via delivery of dietary supplements to the customer. Payments are due upon receipt for commercial transactions, or a prepayment is collected for online retail sales. Our revenue during the years ended December 31, 2025 and 2024 was comprised of sales of dietary supplements and royalties from sales of dietary supplements.

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 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 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 or general and administrative 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 totaling $8.5 million and $3.3 million during the years ended December 31, 2025 and 2024, respectively. We recognized grant funding as a reduction of general and administrative expenses totaling $0.4 million and $0.1 million during the years ended December 31, 2025 and 2024, respectively.

In October 2023 we were awarded a grant (“the NIH Grant”) in collaboration with New York University (“NYU”) as prime awardee (formerly Columbia University), and Synapticure, a neurology specialty health clinic, from the National Institutes 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. Subawards are awarded annually and subaward funds are paid to us as reimbursement for expenditures to support the ACT-EAP. Subawards for the first, second, and third year of the ACT-EAP totaled $7.3 million, $8.0 million, and $8.0 million, respectively. We recognized grant revenue totaling $8.6 million and $3.0 million during the years ended December 31, 2025 and 2024, respectively, which we recognized as a reduction of research and development and general and administrative expenses.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy:

●

Level 1. Inputs based upon quoted market prices for identical assets or liabilities in active markets at the measurement date.

●

Level 2. Observable inputs other than quoted market prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

●

Level 3. Inputs that are management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

We review the fair value hierarchy classification of our applicable assets and liabilities on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. Reclassifications impacting all levels of the fair value hierarchy are reported as transfers in or out of the Level 1, 2, or 3 categories as of the beginning of the period during which the reclassifications occur.

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’ 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’ 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’ 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 the unrealized loss on available-for-sale securities.

Net Loss Per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is calculated using our weighted-average outstanding common shares. Shares issuable for little or no cash consideration, such as pre-funded warrants, shall be considered outstanding common shares upon the satisfaction of any contingent conditions or when there are no contingent conditions. Diluted net loss per share attributable to common stockholders is calculated using our weighted-average outstanding common shares including the dilutive effect of securities as determined under the treasury stock method, except for the dilutive effect of convertible notes payable, which is calculated under the if-converted method, even if the embedded conversion option is out-of-the-money. In periods in which we report a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

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. We determined that the Company is a single operating and reportable segment (“Products”) focused on treating central nervous system disorders through discovery, development, and commercialization of our novel CSN therapeutics. Our chief executive officer acts as the CODM and allocates resources and assesses performance at a consolidated level. Segment information is further described in Note 16.

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 consolidated financial statements or in our tax returns. Under this method, 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. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and recent results of operations. If we determine that we would be able to realize any deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

We record uncertain tax positions in accordance with ASC 740, Income Taxes, on the basis of a two-step process to (i) determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

We recognize interest and penalties related to unrecognized tax benefits within income tax expense in the consolidated statements of operations and comprehensive loss. Any accrued interest and penalties related to uncertain tax positions will be reflected as liabilities in the consolidated balance sheets.

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 stock option 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.

Research and Development

Research and development costs are expensed as incurred. We account for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the goods have been received or when the service has been performed. Research and development expenses consist of costs incurred for the discovery and development of our product candidates. Research and development costs include, but are not limited to, payroll and personnel expenses including stock-based compensation, clinical trial supplies, fees for clinical trial services, consulting costs, and allocated overhead, including rent, equipment, and utilities.

Clinical Trial Accrual

Our clinical trial accrual process accounts for expenses resulting from obligations under contracts with CROs, consultants, and under clinical site agreements in connection with conducting clinical trials. The financial terms of these contracts are subject to negotiations that vary from contract to contract and may result in payment flows that do not match the periods over which materials or services are provided to us under such contracts. We estimate accruals for the progress of contract completion at each reporting date based upon the facts and circumstances known to us at that time and through discussion and reporting from applicable personnel and service providers. Clinical trial costs are charged to research and development expense in the period in which services and efforts are expended. In the event advance payments are made to a CRO, the payments will be recorded as a prepaid asset that will be amortized to research and development expense over the period the contracted services are performed. CRO contracts generally include pass-through costs including, but not limited to, regulatory expenses, investigator fees, travel costs, shipping costs, printing fees, and other miscellaneous costs. In addition to pass-through costs, we generally incur costs in clinical trials in four distinct groups as follows:

●

CRO Start-Up. Start-up costs usually occur within a few months after the contract has been executed and include the initial study initiation, setup of the clinical trial, site recruitment, regulatory applications, investigator meetings, screening, preparation, pre-study visits, and training. These costs are expensed ratably over the start-up period when such period is identifiable or expensed as incurred when no such period is identifiable.

●

CRO Site and Study Management. Site and study management costs include medical and safety monitoring, patient administration and data management. These costs are usually calculated on a per-patient basis and expensed ratably over the treatment period beginning on the date the patient enrolls.

●

CRO Close-Down and Reporting. Close-down and reporting costs include analyzing data and reporting results from the study, which occurs after patients have ceased treatment and the clinical database is locked. These costs are expensed as incurred over the course of the close-down and reporting period when such period is identifiable or expensed as incurred when no such period is identifiable.

●

Third-Party Contracts. Third-party contract costs include fees charged by third parties for various support services that are not provided by CROs, such as fees for laboratories, data quality review, inventory control, and investigational product monitoring. These costs are expensed ratably over the service period with the engaged third-parties when such period is identifiable or expensed as incurred when no such period is identifiable.

Recently Adopted Accounting Pronouncements

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 incremental income tax disclosures that increase the transparency and usefulness of income tax disclosures, including that public entities disclose specific categories and greater disaggregation within the tax rate reconciliation, disaggregation of income taxes paid, and modifications of other income tax-related disclosures. The guidance is effective for annual periods beginning after December 15, 2024. We adopted ASU 2023-09 prospectively effective January 1, 2025. The adoption impacted the presentation and disclosure of income taxes (see Note 10) but did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires that public entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. In January 2025, the FASB clarified the effective date of ASU 2024-03 with the issuance of ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). The guidance is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of ASU 2024-03.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) (“ASU 2025-06”). ASU 2025-06 requires that entities start capitalizing software costs when funding is authorized and committed and it is probable that the project will be completed and the software will be used to perform its intended function. The guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of ASU 2025-06.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 establishes authoritative guidance on how to recognize, measure, and present government grants received by business entities. The guidance is effective for annual periods beginning after December 15, 2028, and interim periods within those annual periods, with early adoption permitted. We are currently evaluating the impact of ASU 2025-10.

Note 11 - Benefit Plans - Activity Related to Restricted Stock Awards (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Unvested balance (in shares)	37,441
Unvested balance, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 196.84
Forfeited, restricted awards (in shares)	(663)
Forfeited, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 196.84
Expired, restricted awards (in shares)	(36,778)
Expired, weighted average grant date fair value	196.84
Unvested balance (in shares)	0
Unvested balance, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 0

Note 8 - Notes Payable and Convertible Notes Payable (Details Textual) - USD ($)					1 Months Ended									3 Months Ended	12 Months Ended
	Oct. 31, 2024	Sep. 30, 2024	Dec. 08, 2023	Feb. 28, 2019	Aug. 31, 2025	Dec. 31, 2024	Nov. 30, 2024	Oct. 31, 2024	Jun. 30, 2023	May 31, 2022	Sep. 30, 2021	May 31, 2021	Apr. 30, 2019	Sep. 30, 2024	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2022
Gain (Loss) on Extinguishment of Debt															$ 0	$ (214,000)
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)						7,242,876									6,696,914	7,242,876
Convertible Notes Payable [Member]
Amortization of Debt Issuance Costs and Discounts															$ 668,000	$ 170,000
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)												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)		$ 4.6014										$ 16		$ 4.6014
Amortization of Debt Issuance Costs and Discounts		$ 100,000
Avenue [Member] \| Minimum [Member] \| Public Equity Offering [Member]
Equity Milestone 1 Condition for Extended Interest Only Period									$ 35,000,000
The 2019 Cecil Loan [Member] \| Advance Cecil Inc. [Member]
Debt Instrument, Face Amount													$ 100,000
Debt Instrument, Interest Rate, Stated Percentage													8.00%
Phantom Shares for Potential Repayment (in shares)													1,199
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%
Phantom Shares for Potential Repayment (in shares)				5,995
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%
Proceeds from Loans										$ 1,000,000
Debt Instrument, Unfunded Balance										2,000,000
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
Debt Issuance Costs, Gross										$ 31,000
The 2022 DHCD Loan [Member] \| Convertible Notes Payable [Member]
Debt Instrument, Interest Rate, Stated Percentage															6.00%
The 2022 DHCD Loan [Member] \| Department of Housing and Community Development [Member]
Debt Instrument, Face Amount			$ 5,000,000														$ 5,000,000
Debt Instrument, Interest Rate, Stated Percentage																	6.00%
Interest Payable						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)			$ 80
Debt Instrument, Interest Rate, Effective Percentage															5.99%
The 2021 Avenue Loan [Member] \| Avenue [Member]
Debt Instrument, Face Amount												$ 30,000,000
Debt Instrument, Interest Rate, Stated Percentage												3.25%
Debt Instrument, Interest Rate, Effective Percentage															17.56%
Debt Instrument, Basis Spread on Variable Rate												6.60%
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					$ 500,000	$ 2,000,000						$ 3,300,000
Repayments of Debt						$ 7,900,000
Debt Instrument, Final Payment, Percentage of Funded Principal						4.25%
Debt Instrument, Final Payment						$ 900,000
Debt Instrument, Early Termination Fee, Percentage of Outstanding Principal						1.00%										1.00%
Gain (Loss) on Extinguishment of Debt						$ (200,000)
Debt Instrument, Convertible, Maximum Conversion Amount												$ 5,000,000
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
The 2024 S S C P Notes [Member]
Debt Instrument, Face Amount						$ 10,000,000										$ 10,000,000
Debt Instrument, Interest Rate, Stated Percentage						12.00%										12.00%
Interest Payable						$ 37,000									$ 500,000	$ 37,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)															$ 5.668
Debt Issuance Costs, Net					$ 700,000	1,500,000										$ 1,500,000
Debt Instrument, Periodic Payment, Principal						$ 1,000,000
Debt Instrument, Covenant, Cash and Certain Cash Equivalents, Minimum															$ 2,000,000
Debt Instrument, Convertible, Maximum Conversion Amount, Percentage of Principal Oustanding															65.00%
Debt Instrument, Convertible, Accrued Interest Conversion (in dollars per share)															$ 4.44
Debt Instrument, Cash Payment in the Event of Change in Control or Restructuring Process, Percentage Of Principal Outstanding															115.00%
The 2024 S S C P Notes [Member] \| Convertible Notes Payable [Member]
Debt Instrument, Interest Rate, Effective Percentage						24.65%									24.17%	24.65%
The 2024 S S C P Notes [Member] \| Derivative Instrument Related to Senior Secured Convertible Promissory Notes [Member]
Derivative Liability						$ 1,400,000										$ 1,400,000
The 2025 S S C P Notes [Member]
Debt Instrument, Face Amount					$ 1,500,000
Debt Instrument, Interest Rate, Stated Percentage					12.00%
Interest Payable															$ 100,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)															$ 4.44
Debt Issuance Costs, Net					$ 200,000
Debt Instrument, Periodic Payment, Principal					$ 150,000
Debt Instrument, Convertible, Maximum Conversion Amount, Percentage of Principal Oustanding															65.00%
Debt Instrument, Convertible, Maximum Conversion Amount, Amount of Principal Outstanding															$ 975,000
Debt Instrument, Cash Payment in the Event of Change in Control or Restructuring Process, Percentage Of Principal Outstanding															115.00%
The 2025 S S C P Notes [Member] \| Convertible Notes Payable [Member]
Debt Instrument, Interest Rate, Stated Percentage															12.00%
Debt Instrument, Interest Rate, Effective Percentage															24.65%
The 2025 S S C P Notes [Member] \| Derivative Instrument Related to Senior Secured Convertible Promissory Notes [Member]
Derivative Liability															$ 200,000
The 2024 and 2025 S S C P Notes [Member]
Debt Instrument, Collateral Deficiency Fee, Percentage															10.00%
Debt Instrument, Registration Fee Penalty Amount, Percentage of Face Value of Debt															2.00%
Debt Instrument, Aggregate Registration Fee Penalty Amount, Maximum Percentage of Face Value of Debt															10.00%

Note 12 - Fair Value - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Money Market Funds [Member]
Cash Equivalents	$ 2,211	$ 7,002
Fair Value, Inputs, Level 1 [Member] \| Money Market Funds [Member]
Cash Equivalents	2,211	7,002
Fair Value, Inputs, Level 2 [Member] \| Money Market Funds [Member]
Cash Equivalents	0	0
Fair Value, Inputs, Level 3 [Member] \| Money Market Funds [Member]
Cash Equivalents	0	0
Common Stock Warrant Liability [Member]
Derivative liabilities	5,063	4,541
Balance	4,541	1,481
Initial fair value of instruments issued	0	2,291
Change in fair value	522	702
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount	(522)	(702)
Balance	5,063	4,541
Common Stock Warrant Liability [Member] \| Avenue Warrants 2023 [Member]
Change in fair value		(67)
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		67
Common Stock Warrant Liability [Member] \| Amended 2024 SSCP Notes [Member]
Change in fair value	0
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount	0
Common Stock Warrant Liability [Member] \| Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Common Stock Warrant Liability [Member] \| Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Common Stock Warrant Liability [Member] \| Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	5,063	4,541
Derivatives Other Than Common Stock Warrants Liabilities [Member]
Derivative liabilities	3,093	1,804
Balance	1,804	0
Initial fair value of instruments issued	239	1,425
Change in fair value	363	379
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount	(363)	(379)
Balance	3,093	1,804
Derivatives Other Than Common Stock Warrants Liabilities [Member] \| Avenue Warrants 2023 [Member]
Change in fair value		0
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		0
Derivatives Other Than Common Stock Warrants Liabilities [Member] \| Amended 2024 SSCP Notes [Member]
Change in fair value	(687)
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount	687
Derivatives Other Than Common Stock Warrants Liabilities [Member] \| Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Derivatives Other Than Common Stock Warrants Liabilities [Member] \| Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Derivatives Other Than Common Stock Warrants Liabilities [Member] \| Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	3,093	1,804
Clene Nanomedicine Contingent Earn-out [Member]
Balance	0	75
Initial fair value of instruments issued
Change in fair value		(75)
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		75
Balance		0
Clene Nanomedicine Contingent Earn-out [Member] \| Avenue Warrants 2023 [Member]
Change in fair value		0
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		0
Initial Stockholders Contingent Earn-out [Member]
Balance	$ 0	10
Initial fair value of instruments issued
Change in fair value		(10)
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		10
Balance		0
Initial Stockholders Contingent Earn-out [Member] \| Avenue Warrants 2023 [Member]
Change in fair value		0
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		$ 0

Note 8 - Notes Payable and Convertible Notes Payable - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Total interest expense on notes payable	$ 2,682	$ 4,064
Total interest expense on notes payable and convertible notes payable	2,682	4,064
Notes Payable [Member]
Coupon interest	544	2,120
Amortization of debt discount and issuance costs	359	1,145
Total interest expense on notes payable	903	3,265
Total interest expense on notes payable and convertible notes payable	903	3,265
Convertible Notes Payable [Member]
Coupon interest	1,111	629
Amortization of debt discount and issuance costs	668	170
Total interest expense on notes payable	1,779	799
Total interest expense on notes payable and convertible notes payable	$ 1,779	$ 799

Note 8 - Notes Payable and Convertible Notes Payable - Schedule of Future Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
2026	$ 4,337
2027	7,849
2028	5,000
2029	0
2030	0
Thereafter	600
Total debt principal payments	17,786
Accrued and unpaid interest	1,270
Unamortized discount and debt issuance costs	(1,441)
Future debt payments, net	17,615
The 2024 S S C P Notes [Member]
Future debt payments, net	9,300	$ 8,600
Notes Payable [Member]
Future debt payments, net	5,937	5,500
Notes Payable [Member] \| The 2019 MD Loan [Member]
2026	0
2027	0
2028	0
2029	0
2030	0
Thereafter	500
Total debt principal payments	500
Accrued and unpaid interest	274
Unamortized discount and debt issuance costs	0
Future debt payments, net	774
Notes Payable [Member] \| The 2019 Cecil Loan [Member]
2026	0
2027	0
2028	0
2029	0
2030	0
Thereafter	100
Total debt principal payments	100
Accrued and unpaid interest	54
Unamortized discount and debt issuance costs	0
Future debt payments, net	154	$ 146
Notes Payable [Member] \| The 2022 MD Loan [Member]
2026	369
2027	317
2028	0
2029	0
2030	0
Thereafter	0
Total debt principal payments	686
Accrued and unpaid interest	50
Unamortized discount and debt issuance costs	(9)
Future debt payments, net	727
Notes Payable [Member] \| The 2022 DHCD Loan [Member]
2026	0
2027	0
2028	5,000
2029	0
2030	0
Thereafter	0
Total debt principal payments	5,000
Accrued and unpaid interest	312
Unamortized discount and debt issuance costs	(26)
Future debt payments, net	5,286
Notes Payable [Member] \| The 2024 S S C P Notes [Member]
2026	3,449
2027	6,551
2028	0
2029	0
2030	0
Thereafter	0
Total debt principal payments	10,000
Accrued and unpaid interest	510
Unamortized discount and debt issuance costs	(1,214)
Future debt payments, net	9,296
Notes Payable [Member] \| The 2025 S S C P Notes [Member]
2026	519
2027	981
2028	0
2029	0
2030	0
Thereafter	0
Total debt principal payments	1,500
Accrued and unpaid interest	70
Unamortized discount and debt issuance costs	(192)
Future debt payments, net	$ 1,378

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 5,189	$ 12,155
Accounts receivable	0	64
Inventory	37	68
Prepaid expenses and other current assets	3,751	3,870
Total current assets	8,977	16,157
Restricted cash	58	58
Operating lease right-of-use assets	3,073	3,643
Property and equipment, net	6,023	7,479
TOTAL ASSETS	18,131	27,337
Current liabilities:
Accounts payable	892	1,240
Accrued liabilities	5,002	7,766
Operating lease obligations, current portion	808	926
Notes payable, current portion	1,696	359
Convertible notes payable, current portion	2,378	0
Total current liabilities	10,776	10,291
Operating lease obligations, net of current portion	3,250	4,132
Notes payable, net of current portion	3,741	4,610
Convertible notes payable	9,800	10,816
TOTAL LIABILITIES	35,723	36,194
Commitments and contingencies (Note 9)
Stockholders’ deficit:
Common stock, $0.0001 par value: 600,000,000 shares authorized; 10,849,974 and 8,089,565 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively	1	1
Additional paid-in capital	290,531	273,194
Accumulated deficit	(308,296)	(282,123)
Accumulated other comprehensive income	172	71
TOTAL STOCKHOLDERS’ DEFICIT	(17,592)	(8,857)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	18,131	27,337
Common Stock Warrant Liability [Member]
Current liabilities:
Derivative liabilities	5,063	4,541
Derivatives Other Than Common Stock Warrants Liabilities [Member]
Current liabilities:
Derivative liabilities	$ 3,093	$ 1,804

Note 10 - Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
United States	$ (25,996)	$ (39,240)
Foreign	(177)	(160)
Net loss before income taxes	$ (26,173)	$ (39,400)

Note 13 - Capital Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	2 Months Ended	12 Months Ended
	Mar. 30, 2023	Mar. 03, 2023	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2025	Dec. 31, 2024	Jun. 30, 2023	Dec. 30, 2020
Common Stock, Shares Authorized (in shares)				600,000,000	600,000,000	600,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share)				$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized (in shares)				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
Common Stock, Shares, Issued (in shares)				8,089,565	10,849,974	8,089,565
Preferred Stock, Shares Issued (in shares)				0	0	0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				7,242,876	6,696,914	7,242,876
Common Stock, Shares, Outstanding (in shares)				8,089,565	10,849,974	8,089,565
Preferred Stock, Shares Outstanding (in shares)				0	0	0
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, 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
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
Placement Agency Agreement [Member]
Stock Issued During Period, Shares, New Issues (in shares)			725,000
Proceeds from Issuance or Sale of Equity			$ 3,500
Equity Agent Fee, Percentage of Aggregate Gross Proceeds of the Offering			6.00%
Private Placement [Member]
Stock Issued During Period, Shares, New Issues (in shares)			379,930
Proceeds from Issuance or Sale of Equity			$ 3,800
Private Placement [Member] \| Certain Directors, Executive Officers, and Affiliated Entities [Member]
Proceeds from Issuance or Sale of Equity			1,300
Placement Agency Agreement and Private Placement [Member]
Fair Value of Equity Issued Over Offering Proceeds			$ 2,100
ATM Facility [Member]
Stock Issued During Period, Shares, New Issues (in shares)					2,300,804	504,292
Proceeds from Issuance of Common Stock					$ 10,600	$ 2,700
Payments for Commissions					$ 200	$ 100
Warrants Originally Issued by Tottenham Acquisition I Limited [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)								0.025
Chardan Unit Purchase Option [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)								0.025
New Avenue Warrant [Member]
Class of Warrant or Right, Exercised During Period (in shares)					0	0
Tranche A Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)							1
Class of Warrant or Right, Exercised During Period (in shares)					0	0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)							2,500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)							$ 22
Tranche B Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)							1
Class of Warrant or Right, Exercised During Period (in shares)					0	0
The 2024 Pre-funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			1
Class of Warrant or Right, Exercised During Period (in shares)				17,626	441,920
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 0.001
The 2024 Common Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			1
Class of Warrant or Right, Exercised During Period (in shares)				0	0
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
Warrants and Rights Outstanding, Term (Year)			5 years
The 2024 Pre-funded Warrants in Connection With Placement Agency Agreement [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			17,626
The 2024 Pre-funded Warrants in Connection With Private Placements [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			424,358

Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Revenue:

$ 200

$ 342

Operating expenses:

Cost of revenue

General and administrative

14,011

20,058

9,229

13,307

Total operating expenses

23,283

33,435

Loss from operations

(23,083)

(33,093)

Other income (expense), net:

Interest income

223

865

Interest expense

(2,682)

(4,064)

Loss on extinguishment of notes payable

(214)

Issuance costs for common stock warrant liabilities

(157)

Loss on initial issuance of equity

(2,097)

Change in fair value of common stock warrant liabilities

(522)

(702)

Change in fair value of derivative liabilities

(363)

(379)

Change in fair value of Clene Nanomedicine contingent earn-out liability

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

Research and development tax credits and unrestricted grants

254

357

Other expense, net

(1)

Total other income (expense), net

^[1]

(3,090)

(6,307)

Net loss before income taxes

(26,173)

(39,400)

Income tax expense

Net loss

(26,173)

(39,400)

Other comprehensive income (loss):

Unrealized loss on available-for-sale securities

(1)

Foreign currency translation adjustments

101

(127)

Total other comprehensive income (loss)

101

(128)

Comprehensive loss

$ (26,072)

$ (39,528)

Net loss per share – basic and diluted (in dollars per share)

$ (2.65)

$ (5.67)

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

9,858,907

6,954,133

Product [Member]

Revenue:

$ 119

$ 237

Royalty [Member]

Revenue:

$ 81

$ 105

[1]	Represents consolidated total other income (expense), net, as reported on the consolidated statements of operations and comprehensive loss.

Note 5 - Property and Equipment, Net

12 Months Ended

Dec. 31, 2025

Property, Plant and Equipment Disclosure [Text Block]

Note 5. Property and Equipment, Net

Property and equipment, net, as of December 31, 2025 and 2024 were as follows:

	*December 31,*			*December 31,*
(in thousands)	*2025*			*2024*
Lab equipment	$	3,466		$	3,437
Office equipment		178			178
Computer software		459			459
Leasehold improvements		9,983			9,983
Construction in progress		1,298			1,298
		15,384			15,355
Less accumulated depreciation		(9,361	)		(7,876	)
Total property and equipment, net	$	6,023		$	7,479

Depreciation expense recorded in research and development expense and general and administrative expense during the years ended December 31, 2025 and 2024 was as follows:

	*Year Ended December 31,*
(in thousands)	*2025*		*2024*
General and administrative	$	144	$	266
Research and development		1,351		1,379
Total depreciation expense	$	1,495	$	1,645

Note 15 - Related Party Transactions - Revenue From 4Life Agreement (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Revenue	$ 200	$ 342
Related Party [Member]
Revenue	198	340
Product [Member]
Revenue	119	237
Product [Member] \| Related Party [Member]
Revenue	117	235
Royalty [Member]
Revenue	81	105
Royalty [Member] \| Related Party [Member]
Revenue	$ 81	$ 105

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).

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Note 17 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions	Jan. 13, 2026	Jan. 01, 2026	Mar. 13, 2026	Dec. 31, 2025	Jan. 31, 2025	Dec. 31, 2024	Jan. 31, 2024
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				6,696,914		7,242,876
Subawards [Member]
Government Assistance, Award Amount					$ 8.0		$ 7.3
Subsequent Event [Member] \| Subawards [Member]
Government Assistance, Award Amount			$ 8.0
Subsequent Event [Member] \| January 2026 Public Equity Offering [Member]
Stock Issued During Period, Shares, New Issues (in shares)	928,333
Number of Shares Per Unit Issued (in shares)	1
Unit Issued, Price Per Unit (in dollars per share)	$ 6.5
Proceeds from Issuance or Sale of Equity	$ 6.0	$ 6.0
Subsequent Event [Member] \| January 2026 Public Equity Offering [Member] \| Series A Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	1,114,000
Number of Warrants Per Unit (in shares)	1
Subsequent Event [Member] \| January 2026 Public Equity Offering [Member] \| Series B Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	2,599,333
Number of Warrants Per Unit (in shares)	1

Note 3 - Cash and Cash Equivalents

12 Months Ended

Dec. 31, 2025

Cash, Cash Equivalent, and Marketable Security [Text Block]

Note 3. Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2025 were as follows:

	*December 31, 2025*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
Money market funds	$	2,211	$	—	$	—	$	2,211
Total cash equivalents		2,211		—		—		2,211
Cash		2,978		—		—		2,978
Total cash and cash equivalents	$	5,189	$	—	$	—	$	5,189

Cash and cash equivalents as of December 31, 2024 were as follows:

	*December 31, 2024*
(in thousands)	*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*		*Fair Value*
Cash equivalents (contractual maturity within 90 days):
Money market funds	$	7,002	$	—	$	—	$	7,002
Total cash equivalents		7,002		—		—		7,002
Cash		5,153		—		—		5,153
Total cash and cash equivalents	$	12,155	$	—	$	—	$	12,155

Note 12 - Fair Value

12 Months Ended

Dec. 31, 2025

Fair Value Disclosures [Text Block]

Note 12. Fair Value

Cash and cash equivalents 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 December 31, 2025 was as follows:

	*December 31, 2025*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
Money market funds	$	2,211	$	—	$	—	$	2,211
Common stock warrant liabilities		—		—		5,063		5,063
Derivative liabilities		—		—		3,093		3,093

The fair value hierarchy for financial instruments measured at fair value on a recurring basis as of December 31, 2024 was as follows:

	*December 31, 2024*
(in thousands)	*Level 1*		*Level 2*		*Level 3*		*Total*
Cash equivalents:
Money market funds	$	7,002	$	—	$	—	$	7,002
Common stock warrant liabilities		—		—		4,541		4,541
Derivative liabilities		—		—		1,804		1,804

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 year ended December 31, 2025 were as follows:

(in thousands)	*Common Stock Warrant Liabilities*		*Derivative Liabilities*
Balance – December 31, 2024	$	4,541	$	1,804
Initial fair value of instruments issued		—		239
Change in fair value		522		363
Change in fair value pursuant to the 2024 SSCPN Amendment, recorded as a debt discount		—		687
Balance – December 31, 2025	$	5,063	$	3,093

Changes in the fair value of our Level 3 financial instruments during the year ended December 31, 2024 were as follows:

(in thousands)	*Common Stock Warrant Liabilities*		*Derivative Liabilities*		*Clene Nanomedicine Contingent Earn-out*			*Initial Stockholders Contingent Earn-out*
Balance – December 31, 2023	$	1,481	$	—	$	75		$	10
Initial fair value of instruments issued		2,291		1,425
Change in fair value		702		379		(75	)		(10	)
Change in 2023 Avenue Warrant fair value pursuant to the Third Amendment, recorded as a debt discount		67		—		—			—
Balance – December 31, 2024	$	4,541	$	1,804	$	—		$	—

Valuation of Notes Payable and Convertible Notes Payable

Our notes payable and convertible notes payable are categorized within Level 3 of the fair value hierarchy. The 2019 MD Loan and 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 2022 MD Loan, 2022 DHCD Loan, and 2025 SSCP Notes are carried at amortized cost, which approximates fair value due to our credit risk and market interest rates.

The 2024 SSCP Notes are carried at their amortized cost of $9.3 million and $8.6 million as of December 31, 2025 and 2024, respectively. As of December 31, 2024, amortized cost approximated fair value but as of December 31, 2025, amortized cost did not approximate fair value and the fair value of the 2024 SSCP Notes, excluding the SSCPN Derivative Liabilities pertaining to the 2024 SSCP Notes, was approximately $8.2 million.

The SSCPN Derivative Liabilities met the requirements to be separated from the SSCP Notes as derivative instruments measured at fair value. We estimate the fair value of the SSCP Notes with and without the SSCPN Derivative Liabilities and calculate the difference as the implied fair value of the SSCPN Derivative Liabilities. The valuation model consists of a discounted cash flow model and a Black-Scholes option-pricing model with probability weights for the occurrence of (i) a change of control transaction, (ii) dissolution of the Company, or (iii) held to maturity. 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 valuation inputs were as follows:

	December 31,			August 13,			August 13,			December 31,
	2025			2025⁽¹⁾			2025⁽²⁾			2024⁽³⁾
Expected stock price volatility		107.30	%		96.30	%		89.20	%		101.50	%
Discount rate		19.00	%		21.00	%		21.00	%		12.00	%
Risk-free interest rate		3.50% – 3.60	%		3.80% – 4.10	%		3.90% – 4.10	%		4.20	%
Expected dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Expected term (in years)		0.38 – 1.12			0.47 – 1.50			0.44 – 0.85			0.50 – 1.47
Probability of change of control		20.00	%		20.00	%		20.00	%		10.00	%
Probability of dissolution		35.00	%		45.00	%		45.00	%		45.00	%
Probability of held to maturity		45.00	%		35.00	%		35.00	%		45.00	%

(1)

Represents the unobservable inputs to the valuation of the SSCPN Derivative Liabilities related to: (i) the 2024 SSCP Notes immediately following an amendment in August 2025, and (ii) the 2025 SSCP Notes at issuance.

(2)

Represents the unobservable inputs to the valuation of the SSCPN Derivative Liabilities related to the 2024 SSCP Notes immediately preceding an amendment in August 2025.

(3)

Represents the unobservable inputs to the valuation of the SSCPN Derivative Liabilities related to the 2024 SSCP Notes only.

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 (i) settlement of the instrument upon a change of control transaction, (ii) dissolution of the Company, or (iii) held to expiration. 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 valuation inputs were as follows:

	December 31,			December 31,
	2025			2024
Expected stock price volatility		104.40% – 119.00	%		100.20% – 101.40	%
Risk-free interest rate		3.50% – 3.60	%		4.20% – 4.30	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.50 – 2.50			0.75 – 3.50
Probability of change of control		20.00	%		10.00	%
Probability of dissolution		35.00	%		45.00	%
Probability of held to expiration		45.00	%		45.00	%

Pursuant to an underwritten public offering in June 2023, we issued warrants to purchase 2,500,000 shares of Common Stock at $22.00 per share (the “Tranche A Warrants”). The Tranche A Warrants are 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 (i) acceptance of a new drug application (“NDA”) by the U.S. Food and Drug Administration (“FDA”) for CNM-Au8, (ii) settlement upon a fundamental transaction, (iii) dissolution of the Company, and (iv) held to expiration. 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 valuation inputs were as follows:

	December 31,			December 31,
	2025			2024
Expected stock price volatility		124.00	%		97.80% – 101.90	%
Risk-free interest rate		3.60	%		4.20	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		0.46			0.71 – 1.46
Probability of NDA acceptance before warrant expiration		0.00	%		20.00	%
Probability of fundamental transaction before warrant expiration		0.00	%		10.00	%
Probability of dissolution before warrant expiration		35.00	%		45.00	%
Probability of held to expiration		65.00	%		25.00	%

Pursuant to a registered direct public offering in October 2024, we issued warrants to purchase 1,546,914 shares of Common Stock at $4.82 per share (the “2024 Common Warrants”). The 2024 Common Warrants are 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 (i) dissolution of the Company and (ii) held to maturity. 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 valuation inputs were as follows:

	*December 31,*			*December 31,*
	*2025*			*2024*
Expected stock price volatility		104.30	%		107.50	%
Risk-free interest rate		3.60	%		4.40	%
Expected dividend yield		0.00	%		0.00	%
Expected term (in years)		3.75			4.75
Probability of dissolution		35.00	%		45.00	%
Probability of held to expiration		65.00	%		55.00	%

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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Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)

Note 11 - Benefit Plans (Details Textual) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

2,787,201

1,944,252

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)

903,743

Share-Based Payment Arrangement, Expense

$ 6,382,000

^[1]

$ 7,953,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)

$ 3.95

$ 5.95

Share-Based Payment Arrangement, Option [Member]

Share-Based Payment Arrangement, Expense

$ 6,511,000

^[1]

$ 8,127,000

Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount

$ 4,800,000

$ 8,300,000

Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)

1 year 6 months 7 days

1 year 8 months 12 days

Unlikely to Vest Options [Member]

Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount

$ 2,800,000

Restricted Stock and Restricted Stock Unit [Member]

Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount

Deferred Employee Compensation [Member]

Share-Based Payment Arrangement, Expense

$ 400,000

The 2014 Stock Plan [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares)

109,324

The 2020 Stock Plan [Member]

Common Stock, Capital Shares Reserved for Future Issuance (in shares)

3,220,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)

2,694,216

Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)

525,784

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

$ 200,000

[1]	Excludes $0.4 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.

Note 13 - Capital Stock (Tables)

12 Months Ended

Dec. 31, 2025

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

						Number of Shares Issuable
						December 31,		December 31,
Date Exercisable	Exercise Price		Expiration		Classification	2025		2024
December 2020	$	230.00	December 2025	⁽¹⁾	Equity		—		120,375
December 2020	$	230.00	December 2025	⁽²⁾	Equity		—		1,229
June 2023	$	4.6014	June 2028	⁽³⁾	Liability		150,000		150,000
June 2023	$	22.00	June 2026	⁽⁴⁾	Liability		2,500,000		2,500,000
June 2023	$	30.00	June 2030	⁽⁵⁾	Equity		2,500,000		2,500,000
October 2024	$	0.001	None	⁽⁶⁾	Equity		—		424,358
October 2024	$	4.82	October 2029	⁽⁷⁾	Liability		1,546,914		1,546,914
Total shares							6,696,914		7,242,876

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

12 Months Ended

Dec. 31, 2025

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

	*Stated*			*December 31,*			*December 31,*
(in thousands, except interest rates)	*Interest Rate*			*2025*			*2024*
Notes payable:
Cecil County, Maryland (commenced April 2019)		8.00	%	$	154		$	146
Maryland DHCD (commenced February 2019)		8.00	%		774			734
Maryland DHCD (commenced May 2022)		6.00	%		736			1,083
Senior Secured Promissory Notes (commenced December 2024)		12.00	%		3,678			3,537
Senior Secured Promissory Notes (commenced August 2025)		12.00	%		595			—
					5,937			5,500
Unamortized discount and debt issuance costs					(500	)		(531	)
Less notes payable, current portion, net of unamortized discount and debt issuance costs					(1,696	)		(359	)
Notes payable, net of current portion				$	3,741		$	4,610

Convertible notes payable:
Maryland DHCD (commenced December 2022)		6.00	%	$	5,312		$	5,312
Senior Secured Convertible Promissory Notes (commenced December 2024)		12.00	%		6,832			6,500
Senior Secured Convertible Promissory Notes (commenced August 2025)		12.00	%		975			—
					13,119			11,812
Unamortized discount and debt issuance costs					(941	)		(996	)
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs					(2,378	)		—
Convertible notes payable				$	9,800		$	10,816

Schedule of Interest Expense on Debt Instruments [Table Text Block]

	Year Ended December 31,
(in thousands)	2025		2024
Interest expense on notes payable:
Coupon interest	$	544	$	2,120
Amortization of debt discount and issuance costs		359		1,145
Total interest expense on notes payable		903		3,265

Interest expense on convertible notes payable:
Coupon interest		1,111		629
Amortization of debt discount and issuance costs		668		170
Total interest expense on convertible notes payable		1,779		799

Total interest expense on notes payable and convertible notes payable	$	2,682	$	4,064

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

(in thousands)	*2019 MD Loan*		*2019 Cecil Loan*		*2022 MD Loan*			*2022 DHCD Loan*			*2024 SSCP Notes*			*2025 SSCP Notes*			*Total*
2026	$	—	$	—	$	369		$	—		$	3,449		$	519		$	4,337
2027		—		—		317			—			6,551			981			7,849
2028		—		—		—			5,000			—			—			5,000
2029		—		—		—			—			—			—			—
2030		—		—		—			—			—			—			—
Thereafter		500		100		—			—			—			—			600
Total debt principal payments		500		100		686			5,000			10,000			1,500			17,786
Accrued and unpaid interest		274		54		50			312			510			70			1,270
Unamortized discount and debt issuance costs		—		—		(9	)		(26	)		(1,214	)		(192	)		(1,441	)
Future debt payments, net	$	774	$	154	$	727		$	5,286		$	9,296		$	1,378		$	17,615

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.

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Note 16 - Geographic and Segment Information - Profit and Loss Information by Reportable Segment (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

$ 200

$ 342

Cost of revenue

14,011

20,058

1,495

1,645

6,382

^[1]

7,953

General and Administrative Expense [Member]

(23,083)

(33,093)

144

266

Operating Segments [Member]

3,395

^[1]

4,407

200

342

Cost of revenue

Facilities

1,662

1,560

1,351

1,379

Manufacturing

805

1,130

Research

Equipment

116

Maintenance

144

264

Information technology

324

160

Personnel

8,210

10,114

Grant revenue as a reduction of research and development expense

2,987

3,546

(8,523)

(3,285)

Other segment items - Research and development

^[2]

132

Operating Segments [Member] | General and Administrative Expense [Member]

(23,083)

(33,093)

Facilities

119

144

266

Information technology

152

300

Grant revenue as a reduction of research and development expense

3,395

4,407

(358)

(147)

Insurance

725

822

Legal

504

822

Finance and accounting

1,013

761

Public and investor relations

343

662

Personnel

2,874

4,177

Other segment items - General and administrative

^[3]

318

1,118

Operating Segments [Member] | CNM-Au8, Amyotrophic Lateral Sclerosis [Member]

Operating Segments [Member] | CNM-Au8, Multiple Sclerosis [Member]

5,936

3,400

Operating Segments [Member] | CNM-Au8, Parkinson's Disease [Member]

295

239

Operating Segments [Member] | CNM-Au8, Regulatory Activities [Member]

(18)

Operating Segments [Member] | General, Preclinical, Nonclinical [Member]

484

928

Operating Segments [Member] | CNM-ZnAg [Member]

375

Segment Reporting, Reconciling Item, Excluding Corporate Nonsegment [Member]

$ 0

[1]	Excludes $0.4 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.
[2]	Includes expenses for travel, meals, dues, subscriptions, continuing education, and other miscellaneous expenses.
[3]	Includes expenses for travel, meals, dues, subscriptions, continuing education, lobbying, banking fees, postage, and other office and miscellaneous expenses.

Note 10 - Income Taxes - Significant Components of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Net operating loss carryforwards	$ 46,824	$ 40,749
Depreciation and amortization	1,219	1,241
Research and development and employment tax credits	6,796	6,345
Lease liability	967	1,216
Capitalized research and development expenses	7,255	8,889
Non-qualified stock options and restricted stock awards	8,475	7,369
Accrued compensation	730	970
Total deferred tax assets	72,266	66,779
Right-of-use asset	(732)	(876)
Other	(25)	(23)
Total deferred tax liabilities	(757)	(899)
Less: valuation allowance	(71,509)	(65,880)
Net deferred tax assets (liabilities)	$ 0	$ 0

Note 1 - Nature of the Business

12 Months Ended

Dec. 31, 2025

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 that 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, debt holder, and related party (see Note 15).

We became a public company on December 30, 2020 (the “Closing Date”) when we completed a reverse recapitalization (the “Reverse Recapitalization”) with Tottenham Acquisition I Limited (“Tottenham”), Tottenham’s wholly-owned subsidiary, 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 $23.1 million and $33.1 million for the years ended December 31, 2025 and 2024, respectively. Our accumulated deficit was $308.3 million and $282.1 million as of December 31, 2025 and 2024. Our cash and cash equivalents totaled $5.2 million and $12.2 million as of December 31, 2025 and 2024, respectively, and net cash used in operating activities was $18.5 million and $21.3 million for the years ended December 31, 2025 and 2024, 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 senior secured convertible promissory notes issued in December 2024 (the “2024 SSCP Notes”), we are required to maintain unrestricted cash and cash equivalents of at least $2.0 million to avoid acceleration of the full balance of the 2024 SSCP Notes (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 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 year ended December 31, 2025, we generated $10.6 million of gross proceeds from our equity distribution agreement and $1.5 million from the issuance of senior secured convertible promissory notes (see Note 8). Subsequent to December 31, 2025, we generated $6.0 million of gross proceeds from the issuance of common stock and warrants in a registered direct offering. While we have implemented cost-saving initiatives, including delaying and reducing certain research and development programs and commercialization efforts, reducing employee compensation, and eliminating 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 consolidated financial statements are issued.

The accompanying 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 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.

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Dec. 31, 2025
Award Tmg Disc Line Items
Award Timing MNPI Considered [Flag]	false

Consolidated Statements of Cash Flows $ in Thousands	12 Months Ended
Consolidated Statements of Cash Flows $ in Thousands	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Cash flows from operating activities:
Net loss	$ (26,173)	$ (39,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,495	1,645
Non-cash lease expense	571	524
Issuance costs for common stock warrant liabilities	(0)	157
Loss on initial issuance of equity	0	2,097
Issuance of common stock as payment of outstanding indebtedness	8	0
Change in fair value of common stock warrant liabilities	522	702
Change in fair value of derivative liabilities	363	379
Change in fair value of Clene Nanomedicine contingent earn-out liability	0	(75)
Change in fair value of Initial Stockholders contingent earn-out liability	0	(10)
Stock-based compensation expense	6,382	7,953
Loss on extinguishment of notes payable	0	214
Loss on disposal of property and equipment	0	154
Accretion of debt discount	1,027	1,140
Non-cash interest income on marketable securities	0	(153)
Non-cash interest expense on notes payable	612	136
Changes in operating assets and liabilities:
Accounts receivable	64	79
Inventory	31	(31)
Prepaid expenses and other current assets	119	(198)
Accounts payable	(348)	(264)
Accrued liabilities	(2,219)	4,046
Operating lease obligations	(1,000)	(421)
Net cash used in operating activities	(18,546)	(21,326)
Cash flows from investing activities:
Purchases of marketable securities	0	(6,169)
Proceeds from maturities of marketable securities	0	12,500
Purchases of property and equipment	(39)	(15)
Net cash provided by (used in) investing activities	(39)	6,316
Cash flows from financing activities:
Proceeds from exercise of stock options	0	124
Proceeds from issuance of common stock, warrants, and pre-funded warrants, net of offering costs	10,402	9,243
Proceeds from the issuance of debt and derivative liabilities	1,500	9,924
Payments of notes payable	(384)	(20,793)
Payments of finance lease obligations	0	(27)
Net cash provided by (used in) financing activities	11,518	(1,529)
Net decrease in cash, cash equivalents and restricted cash	(6,966)	(16,666)
Cash, cash equivalents and restricted cash – beginning of period	12,213	28,879
Cash, cash equivalents and restricted cash – end of period	5,247	12,213
Effect of foreign exchange rate changes on cash and restricted cash	101	(127)
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	5,189	12,155
Restricted cash	58	58
Cash, cash equivalents and restricted cash	5,247	12,213
Supplemental disclosure of non-cash investing and financing activities:
Derivative liability recorded upon debt modification	687	67
Derivative liability recorded upon debt issuance	239	0
Common stock warrant liability recorded upon public stock offering	0	2,291
Supplemental cash flow information:
Cash paid for interest expense	1,043	2,613
Payment of Outstanding Indebtedness [Member]
Supplemental disclosure of non-cash investing and financing activities:
Stock issued	108	0
Stock issued	108	0
Payment of Bonus Liability [Member]
Supplemental disclosure of non-cash investing and financing activities:
Stock issued	445	0
Stock issued	$ 445	$ 0

Note 14 - Net Loss Per Share - Antidilutive Securities Excluded from Computation (Details) - shares	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Antidilutive securities (in shares)	10,987,711	10,339,128
Convertible Notes Payable [Member]
Antidilutive securities (in shares)	1,503,596	1,209,289
Common Stock Warrants [Member]
Antidilutive securities (in shares)	6,696,914	6,818,518
Share-Based Payment Arrangement, Option [Member]
Antidilutive securities (in shares)	2,787,201	1,944,252
Restricted Stock [Member]
Antidilutive securities (in shares)	0	37,441
Contingent Earnout Shares [Member]
Antidilutive securities (in shares)	0	329,628

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2025	Dec. 31, 2024	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	600,000,000
Common stock, shares issued (in shares)	10,849,974	8,089,565
Common stock, shares outstanding (in shares)	10,849,974	8,089,565

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2025

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Reverse Stock Split [Policy Text Block]

Reverse Stock Split

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Risk and Uncertainties [Policy Text Block]

Risks and Uncertainties

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

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

Accounts Receivable [Policy Text Block]

Accounts Receivable

Inventory, Policy [Policy Text Block]

Inventory

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Debt, Policy [Policy Text Block]

Debt

Convertible Notes [Policy Text Block]

Convertible Debt

Deferred Charges, Policy [Policy Text Block]

Deferred Offering Costs

Lessee, Leases [Policy Text Block]

Leases

Contingent Earnout [Policy Text Block]

Contingent Earn-Out Liabilities

Common Stock Warrants [Policy Text Block]

Common Stock Warrants

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

Government Assistance [Policy Text Block]

Grant Funding

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

●

Level 1. Inputs based upon quoted market prices for identical assets or liabilities in active markets at the measurement date.

●

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation and Transactions

Comprehensive Income, Policy [Policy Text Block]

Comprehensive Loss

Earnings Per Share, Policy [Policy Text Block]

Net Loss Per Share Attributable to Common Stockholders

Segment Reporting, Policy [Policy Text Block]

Segment Information

Income Tax, Policy [Policy Text Block]

Income Taxes

Share-Based Payment Arrangement [Policy Text Block]

Stock-Based Compensation

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Clinical Trial Accrual [Policy Text Block]

Clinical Trial Accrual

●

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Note 16 - Geographic and Segment Information

12 Months Ended

Dec. 31, 2025

Segment Reporting Disclosure [Text Block]

Note 16. Geographic and Segment Information

Geographic Information

All of our long-lived assets, composed of property and equipment, net by location, were held in the U.S. and all of our revenues from external customers were generated in the U.S.

Segment Information

Our Products segment measures of profit and loss is consolidated loss from operations, and its measure of total assets is consolidated total assets. Our CODM uses loss from operations predominantly in the annual budget and forecasting process to monitor variances in budget versus actual results along with consolidated total assets to determine resource allocation. Segment revenues from external customers, significant segment non-cash items, and other significant segment expense categories included within the measure of profit and loss and provided to our CODM were all based on their consolidated amounts. During the years ended December 31, 2025 and 2024, these items were as follows:

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
Segment revenue from external customers	$	200		$	342
Segment operating expenses:
Cost of revenue		43			70
Research and development:
CNM-Au8:
Amyotrophic lateral sclerosis		5,936			3,400
Multiple sclerosis		295			239
Parkinsonʼs disease		—			(18	)
Regulatory activities		484			928
General/preclinical/nonclinical		95			375
CNM-ZnAg		—			17
Facilities		1,662			1,560
Depreciation		1,351			1,379
Manufacturing		805			1,130
Research		11			48
Equipment		98			116
Maintenance		144			264
Information technology		324			160
Personnel		8,210			10,114
Stock-based compensation		2,987			3,546
Grant revenue as a reduction of research and development expense		(8,523	)		(3,285	)
Other segment items ‒ Research and development⁽¹⁾		132			85
General and administrative:
Insurance		725			822
Legal		504			822
Finance and accounting		1,013			761
Public and investor relations		343			662
Facilities		119			119
Depreciation		144			266
Information technology		152			300
Personnel		2,874			4,177
Stock-based compensation		3,395			4,407
Grant revenue as a reduction of general and administrative expense		(358	)		(147	)
Other segment items ‒ General and administrative⁽²⁾		318			1,118
Segment loss from operations		(23,083	)		(33,093	)

Reconciliation of segment loss from operations:
Adjustments and reconciling items		—			—
Consolidated loss from operations	$	(23,083	)	$	(33,093	)

(1)	Includes expenses for travel, meals, dues, subscriptions, continuing education, and other miscellaneous expenses.

(2)	Includes expenses for travel, meals, dues, subscriptions, continuing education, lobbying, banking fees, postage, and other office and miscellaneous expenses.

Our revenues during the years ended December 31, 2025 and 2024 were predominantly with a single customer, 4Life, through our Amended 4Life Agreements (see Note 15). A reconciliation of the total of the Products segment loss from operations to consolidated net loss before income taxes for the years ended December 31, 2025 and 2024 was as follows:

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
Segment loss from operations	$	(23,083	)	$	(33,093	)
Total other income (expense), net⁽¹⁾		(3,090	)		(6,307	)
Net loss before income taxes	$	(26,173	)	$	(39,400	)

(1)	Represents consolidated total other income (expense), net, as reported on the consolidated statements of operations and comprehensive loss.

Products segment assets exclude corporate assets, such as cash, restricted cash, and corporate facilities. Total assets as of December 31, 2025 and 2024 were as follows:

	*December 31,*		*December 31,*
(in thousands)	*2025*		*2024*
Total assets:
Products	$	12,828	$	15,001
Corporate		5,303		12,336
Consolidated	$	18,131	$	27,337

Additions to long-lived assets during the years ended December 31, 2025 and 2024 were as follows:

	Year Ended December 31,
(in thousands)	2025		2024
Products	$	39	$	15
Corporate		—		—
Consolidated	$	39	$	15

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Note 8 - Notes Payable and Convertible Notes Payable

12 Months Ended

Dec. 31, 2025

Debt Disclosure [Text Block]

Note 8. Notes Payable and Convertible Notes Payable

Our notes payable and convertible notes payable as of December 31, 2025 and 2024 were as follows:

	*Stated*			*December 31,*			*December 31,*
(in thousands, except interest rates)	*Interest Rate*			*2025*			*2024*
Notes payable:
Cecil County, Maryland (commenced April 2019)		8.00	%	$	154		$	146
Maryland DHCD (commenced February 2019)		8.00	%		774			734
Maryland DHCD (commenced May 2022)		6.00	%		736			1,083
Senior Secured Promissory Notes (commenced December 2024)		12.00	%		3,678			3,537
Senior Secured Promissory Notes (commenced August 2025)		12.00	%		595			—
					5,937			5,500
Unamortized discount and debt issuance costs					(500	)		(531	)
Less notes payable, current portion, net of unamortized discount and debt issuance costs					(1,696	)		(359	)
Notes payable, net of current portion				$	3,741		$	4,610

Convertible notes payable:
Maryland DHCD (commenced December 2022)		6.00	%	$	5,312		$	5,312
Senior Secured Convertible Promissory Notes (commenced December 2024)		12.00	%		6,832			6,500
Senior Secured Convertible Promissory Notes (commenced August 2025)		12.00	%		975			—
					13,119			11,812
Unamortized discount and debt issuance costs					(941	)		(996	)
Less convertible notes payable, current portion, net of unamortized discount and debt issuance costs					(2,378	)		—
Convertible notes payable				$	9,800		$	10,816

Our interest expense on notes payable and convertible notes payable for the years ended December 31, 2025 and 2024, was as follows:

	Year Ended December 31,
(in thousands)	2025		2024
Interest expense on notes payable:
Coupon interest	$	544	$	2,120
Amortization of debt discount and issuance costs		359		1,145
Total interest expense on notes payable		903		3,265

Interest expense on convertible notes payable:
Coupon interest		1,111		629
Amortization of debt discount and issuance costs		668		170
Total interest expense on convertible notes payable		1,779		799

Total interest expense on notes payable and convertible notes payable	$	2,682	$	4,064

Maryland Loans

In April 2019, we entered into a term loan agreement (the “2019 Cecil Loan”) with Cecil County, 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 December 31, 2025 and 2024, the 2019 Cecil Loan was recorded at principal plus accrued interest as it was greater than the value of the Phantom Shares.

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 December 31, 2025 and 2024, the 2019 MD Loan was recorded at principal plus accrued interest as it was greater than the value of the Phantom Shares.

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”). We drew a total of $1.0 million and our ability to draw the remaining $2.0 million expired in May 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 December 31, 2025 and 2024, 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.

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 December 31, 2025 and 2024, 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. The effective interest rate is 5.99%.

Avenue Loan

In May 2021, we entered into a term loan agreement (the “2021 Avenue Loan”) with Avenue Venture Opportunities Fund, L.P. (“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%. 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. At inception, 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”) that (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. However, we repaid the 2021 Avenue Loan in full on December 20, 2024 (the “Termination Date”) with the proceeds from the 2024 SSCP Notes (discussed below). The total repayment amount was approximately $7.9 million and included (i) the total outstanding balance of principal and accrued interest, (ii) a final payment of 4.25% of funded principal, equal to $0.9 million (the “Final Payment”), which was previously recorded as a debt premium at the inception of the 2021 Avenue Loan, and (iii) an early termination fee of 1% of the balance of outstanding principal. We recorded a loss on extinguishment of $0.2 million during the year ended December 31, 2024.

Avenue had the right to convert up to $5.0 million of principal into Common Stock (the “Avenue Conversion Feature”), which expired in May 2024 and was not exercised. During the year ended December 31, 2024, the effective interest rate was 17.56%.

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”). 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 were greater than the carrying amount of the 2021 Avenue Loan.

Senior Secured Convertible Promissory Notes

In December 2024, we entered into a note purchase agreement pursuant to which we sold the 2024 SSCP Notes in a principal amount totaling $10.0 million and bearing interest at an annual rate of 12.00%, which we amended in August 2025 (the “2024 SSCPN Amendment”). The 2024 SSCP Notes were sold to related parties, including: (i) an entity controlled by a member of our board of directors, (ii) 4Life, and (iii) an entity controlled by the chairman of 4Life who is also a board member of a subsidiary of Clene. We first used the 2024 SSCP Note proceeds to satisfy our obligations under the 2021 Avenue Loan. Pursuant to the 2024 SSCPN Amendment, the maturity date of the 2024 SSCP Notes was extended to the earlier of (i) February 13, 2027 or (ii) upon a change in control transaction. Payments were interest-only for the first 12 months, and, pursuant to the 2024 SSCPN Amendment, interest will be capitalized monthly and added to the balance of the 2024 SSCP Notes beginning in August 2025. Pursuant to the 2024 SSCPN Amendment, monthly payments totaling $1.0 million per month will commence in September 2026 and continue until the maturity date and will be applied pro rata to principal and any accrued interest. We recorded debt issuance costs of $1.5 million as a debt discount at the issuance date and an additional $0.7 million at the date of the 2024 SSCPN Amendment. As of December 31, 2025 and 2024, the balance of accrued and unpaid interest was $0.5 million and $37,000, respectively, and is recorded as part of the carrying amount of the 2024 SSCP Notes. The 2024 SSCPN Amendment was accounted for as a troubled debt restructuring under ASC 470, with no restructuring gain required to be recognized as the future cash payments were greater than the carrying amount of the 2024 SSCP Notes.

In August 2025, we entered into a note purchase agreement pursuant to which we sold senior secured convertible promissory notes (the “2025 SSCP Notes,” and together with the 2024 SSCP Notes, the “SSCP Notes”) in a principal amount totaling $1.5 million and bearing interest at an annual rate of 12.00%. The 2025 SSCP Notes mature on the earlier of (i) February 13, 2027 or (ii) upon a change in control transaction. Interest will be capitalized monthly and added to the balance of the 2025 SSCP Notes. Monthly payments totaling $150,000 per month will commence in September 2026 and continue until the maturity date and will be applied pro rata to principal and any accrued interest. We recorded debt issuance costs of $0.2 million as a debt discount. As of December 31, 2025, the balance of accrued and unpaid interest was $0.1 million and is recorded as part of the carrying amount of the notes.

We are subject to covenants until maturity, including a requirement to maintain unrestricted cash and cash equivalents of at least $2.0 million pursuant to the 2024 SSCP Notes. We are not in violation of any covenants. If certain events of default occur and are continuing, the holders of a majority of the outstanding principal balance may accelerate all obligations under the SSCP Notes, plus a penalty equal to 10% of all outstanding principal and accrued and unpaid interest (the “SSCPN Default Feature”). The SSCP Notes are collateralized by substantially all our tangible and intangible property and rights (the “Collateral”). During the continuance of an event of default, if the Collateral is sold or otherwise disposed of and the proceeds thereof are insufficient to satisfy our obligations under the SSCP Notes, we shall be liable for any deficiency, together with additional interest thereon at the rate of 10% per annum (the “SSCPN Collateral Deficiency Fee”). We account for the SSCPN Collateral Deficiency Fee as a contingent liability (see Note 9).

The holders of SSCP Notes may, in their sole discretion, convert up to (i) 65% of the outstanding balance of principal and accrued interest of the 2024 SSCP Notes into the number of shares of our Common Stock equal to the amount to be converted divided by (A) $5.668 for principal or (B) $4.44 for accrued interest, and (ii) 65% of the outstanding principal balance of the 2025 SSCP Notes into the number of shares of our Common Stock equal to the amount to be converted divided by $4.44 (the “SSCPN Conversion Feature”). Notwithstanding, in the event a holder declines to convert its pro rata share, the remaining holders may convert additional amounts, provided that no aggregate converted amount exceeds (i) 65% of the outstanding balance of principal and accrued interest for the 2024 SSCP Notes or (ii) $975,000 for the 2025 SSCP Notes. In the event of a change in control or any bankruptcy, liquidation, or other restructuring process, the holders may, at their option, (i) convert up to 65% of outstanding balance of principal and accrued interest for the 2024 SSCP Notes and up to 65% of the outstanding principal for the 2025 SSCP Notes into Common Stock, (ii) receive a cash payment equal to 115% of the outstanding balance of principal and accrued interest for the 2024 SSCP Notes and 115% of the outstanding principal for the 2025 SSCP Notes, or (iii) any combination thereof, prior to such monetization event, before any security or claim junior to the SSCP Notes shall receive any proceeds from such monetization event (the “SSCPN Redemption Feature,” collectively with the SSCPN Conversion Feature and SSCPN Default Feature, the “SSCPN Derivative Liabilities”). The SSCPN Derivative Liabilities met the requirements to be separated as derivative instruments and measured at fair value (see Note 12). The issuance date fair value of the SSCPN Derivative Liabilities was (i) $1.4 million for the 2024 SSCP Notes and (ii) $0.2 million for the 2025 SSCP Notes and was recorded as a debt discount. During the years ended December 31, 2025 and 2024, the effective interest rate of the 2024 SSCP Notes was 24.17% and 24.65%, respectively. During the year ended December 31, 2025, the effective interest rate of the 2025 SSCP Notes was 24.65%.

We are required to file and maintain an effective registration statement covering the resale of the shares underlying the SSCPN Conversion Feature or we shall pay the holders a penalty equal to 2% of the face value of the 2024 SSCP Notes or 2025 SSCP Notes, as applicable, upon the occurrence of any such failure and for each 30-day period during which such failure is continuing (the “SSCPN Registration Fee”). The aggregate penalty will in no event exceed 10% of the face value of the 2024 SSCP Notes or the 2025 SSCP Notes, as applicable. We account for the SSCPN Registration Fee as a registration payment arrangement to be evaluated as a contingent liability (see Note 9).

Debt Maturities

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

(in thousands)	*2019 MD Loan*		*2019 Cecil Loan*		*2022 MD Loan*			*2022 DHCD Loan*			*2024 SSCP Notes*			*2025 SSCP Notes*			*Total*
2026	$	—	$	—	$	369		$	—		$	3,449		$	519		$	4,337
2027		—		—		317			—			6,551			981			7,849
2028		—		—		—			5,000			—			—			5,000
2029		—		—		—			—			—			—			—
2030		—		—		—			—			—			—			—
Thereafter		500		100		—			—			—			—			600
Total debt principal payments		500		100		686			5,000			10,000			1,500			17,786
Accrued and unpaid interest		274		54		50			312			510			70			1,270
Unamortized discount and debt issuance costs		—		—		(9	)		(26	)		(1,214	)		(192	)		(1,441	)
Future debt payments, net	$	774	$	154	$	727		$	5,286		$	9,296		$	1,378		$	17,615

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.

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Note 17 - Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Text Block]

Note 17. Subsequent Events

On January 13, 2026, we closed a public equity offering pursuant to which we sold, directly to certain institutional investors, existing stockholders of the Company, and certain of the Company’s directors, (i) 928,333 shares of Common Stock, (ii) warrants to purchase up to 1,114,000 shares of Common Stock (the “Series A Warrants”) and (iii) warrants to purchase up to 2,599,333 shares of Common Stock (the “Series B Warrants”). Each unit, consisting of one share of Common Stock, one Series A Warrant, and one Series B Warrant, was sold at a price of $6.50. The aggregate gross proceeds to the Company was approximately $6.0 million, before deducting placement agent fees and expenses and other offering expenses payable by us. The offering was made pursuant to our 2025 S-3 and a prospectus supplement relating to the offering. We are currently evaluating the accounting for the proceeds from the offering and the classification of the associated equity securities.

On March 13, 2026, we entered into a subaward agreement with NYU pursuant to which NIH Grant funds totaling up to $8.0 million may be paid to us as reimbursement for expenditures to support the third year of the ACT-EAP, from September 1, 2025 to August 31, 2026.

Consolidated Statements of Stockholders' Deficit - 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, 2023	6,421,084
Balances at Dec. 31, 2023	$ 1	$ 255,913	$ (242,723)	$ 199	$ 13,390
Issuance of common stock (in shares)	1,609,222
Issuance of common stock	$ 0	7,310	0	0	7,310
Issuance of equity-classified pre-funded warrants	$ 0	1,894	0	0	1,894
Exercise of stock options (in shares)	41,090
Exercise of stock options	$ 0	124	0	0	124
Exercise of pre-funded warrants (in shares)	17,626
Exercise of pre-funded warrants	$ 0	0	0	0	0
Stock-based compensation expense	$ 0	7,953	0	0	7,953
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	(1)	(1)
Foreign currency translation adjustments	0	0	0	(127)	(127)
Net loss	$ 0	0	(39,400)	0	(39,400)
Cashless exercise of pre-funded warrants (in shares)	17,626
Cashless exercise of pre-funded warrants	$ 0	0	0	0	0
Balances (in shares) at Dec. 31, 2024	8,089,565
Balances at Dec. 31, 2024	$ 1	273,194	(282,123)	71	(8,857)
Issuance of common stock (in shares)	2,336,115
Issuance of common stock	$ 0	10,510	0	0	10,510
Exercise of pre-funded warrants (in shares)	424,294
Exercise of pre-funded warrants	$ 0	0	0	0	0
Stock-based compensation expense	0	6,382	0	0	6,382
Unrealized loss on available-for-sale securities					0
Foreign currency translation adjustments	0	0	0	101	101
Net loss	$ 0	0	(26,173)	0	(26,173)
Cashless exercise of pre-funded warrants (in shares)	424,294
Cashless exercise of pre-funded warrants	$ 0	0	0	0	0
Issuance of stock options as payment of bonus liability	$ 0	445	0	0	445
Balances (in shares) at Dec. 31, 2025	10,849,974
Balances at Dec. 31, 2025	$ 1	$ 290,531	$ (308,296)	$ 172	$ (17,592)

Note 16 - Geographic and Segment Information - Assets by Reportable Segment (Details) - USD ($) $ in Thousands	Dec. 31, 2025	Dec. 31, 2024
Total assets	$ 18,131	$ 27,337
Operating Segments [Member]
Total assets	12,828	15,001
Segment Reporting, Reconciling Item, Corporate Nonsegment [Member]
Total assets	$ 5,303	$ 12,336

Amount of asset recognized for present right to economic benefit.

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Note 7 - Leases (Tables)

12 Months Ended

Dec. 31, 2025

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

(in thousands)	*Operating Leases*
2026	$	1,161
2027		1,133
2028		1,093
2029		649
2030		623
Thereafter		422
Total minimum lease payments		5,081
Less amount representing interest/discounting		(1,023	)
Present value of minimum lease payments		4,058
Less lease obligations, current portion		(808	)
Lease obligations, net of current portion	$	3,250

Lease, Cost [Table Text Block]

	*Year Ended December 31,*
(in thousands)	*2025*		*2024*
Finance lease amortization	$	—	$	69
Operating lease costs		1,018		1,019
Short-term lease costs		2		2
Variable lease costs		318		231
Total lease costs	$	1,338	$	1,321

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

	*Year Ended December 31,*
(in thousands)	*2025*			*2024*
Operating cash flows from operating leases	$	(1,338	)	$	(1,252	)
Financing cash flows from finance leases	$	—		$	(27	)

Note 14 - Net Loss Per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Net loss	$ (26,173)	$ (39,400)
Weighted average common shares used to compute basic and diluted net loss per share (in shares)	9,858,907	6,954,133
Net loss per share – basic and diluted (in dollars per share)	$ (2.65)	$ (5.67)

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

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

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-Topic 946
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-Section 45
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-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
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-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

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-Section 45
-Paragraph 1A
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-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Note 9 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	May 31, 2023	Sep. 30, 2019	Dec. 31, 2025	Dec. 31, 2024
Government Assistance, Amount			$ 254	$ 357
Minimum [Member] \| Debt Registration Fee [Member] \| The 2024 S S C P Notes [Member]
Loss Contingency, Estimate of Possible Loss			200
Maximum [Member] \| Debt Registration Fee [Member] \| The 2024 S S C P Notes [Member]
Loss Contingency, Estimate of Possible Loss			1,200
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	$ 200

Note 11 - Benefit Plans

12 Months Ended

Dec. 31, 2025