0000950170-22-003410 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 50,288	$ 59,275
Accounts receivable	49	21
Inventory	41	191
Prepaid expenses and other current assets	4,205	3,502
Total current assets	54,583	62,989
Restricted cash	58	0
Right-of-use assets	3,250	1,029
Property and equipment, net	5,172	4,225
TOTAL ASSETS	63,063	68,243
Current liabilities:
Accounts payable	1,923	1,124
Accrued liabilities	3,610	3,960
Income tax payable	0	164
Deferred revenue from related parties	0	112
Operating lease obligations, current portion	347	194
Finance lease obligations, current portion	146	190
Clene Nanomedicine contingent earn-out, current portion	0	5,924
Total current liabilities	6,026	11,668
Operating lease obligations, net of current portion	4,370	1,785
Finance lease obligations, net of current portion	97	205
Notes payable	14,484	1,949
Convertible notes payable	4,598	0
Deferred income tax	0	260
Common stock warrant liability	474	0
Clene Nanomedicine contingent earn-out, net of current portion	18,100	46,129
Initial Shareholders contingent earn-out	2,317	5,906
TOTAL LIABILITIES	50,466	67,902
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit): (1)
Common stock, $0.0001 par value: 150,000,000 and 100,000,000 shares authorized at December 31, 2021 and December 31, 2020, respectively; 62,312,097 and 59,526,171 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	6	6
Additional paid-in capital	175,659	153,571
Accumulated deficit	(163,301)	(153,561)
Accumulated other comprehensive income	233	325
TOTAL STOCKHOLDERS' EQUITY	12,597	341
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 63,063	$ 68,243

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	100,000,000
Common stock, shares issued	62,312,097	59,526,171
Common stock, shares outstanding	62,312,097	59,526,171

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue:
Total revenue	$ 723	$ 206
Operating expenses:
Cost of revenue	289	65
Research and development	28,416	15,204
General and administrative	21,996	5,151
Total operating expenses	50,701	20,420
Loss from operations	(49,978)	(20,214)
Other income (expense), net:
Interest expense	(870)	(950)
Gain on extinguishment of notes payable	648	0
Loss on extinguishment of convertible notes payable	0	(540)
Gain on termination of lease	0	51
Change in fair value of preferred stock warrant liability	0	(14,615)
Change in fair value of common stock warrant liability	983	0
Change in fair value of derivative liability	0	29
Change in fair value of Clene Nanomedicine contingent earn-out	33,953	12,659
Change in fair value of Initial Shareholders contingent earn-out	3,589	1,465
Australia research and development credit	1,519	3,210
Other income (expense), net	(12)	34
Total other income (expense), net	39,810	1,343
Net loss before income taxes	(10,168)	(18,871)
Income tax benefit (expense)	428	(406)
Net loss	(9,740)	(19,277)
Other comprehensive income (loss):
Foreign currency translation adjustments	(92)	284
Total other comprehensive income (loss)	(92)	284
Comprehensive loss	$ (9,832)	$ (18,993)
Net loss per share-- basic and diluted (Note 19) (in Dollars per share)	$ (0.16)	$ (1.10)
Weighted average common shares used to compute basic and diluted net loss per share (in Shares)	61,558,455	17,503,992
Product revenue
Revenue:
Total revenue	$ 570	$ 176
Royalty revenue
Revenue:
Total revenue	$ 153	$ 30

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)

Total

Redeemable Convertible Preferred Stock

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Balances at Dec. 31, 2019

^[1]

$ (67,774,000)

$ 72,661,000

$ 2,000

$ 1,754,000

$ (69,571,000)

$ 41,000

Balances (in Shares) at Dec. 31, 2019

^[1]

27,499,837

17,357,505

Issuance of Series D preferred stock, net of issuance costs (in Shares)

^[1]

7,896,922

Issuance of Series D preferred stock, net of issuance costs

^[1]

$ 35,051,000

$ 0

Issuance of Series D preferred stock upon extinguishment of convertible promissory notes

^[1]

$ 6,891,000

$ 0

Issuance of Series D Preferred Stock in connection with the extinguishment of convertible promissory notes (in Shares)

^[1]

1,497,135

Exercise of stock options

^[1]

78,000

$ 0

78,000

Exercise of stock options (in Shares)

^[1]

87,613

Conversion of redeemable convertible preferred stock upon the Reverse Recapitalization

114,603,000

$ (114,603,000)

$ 4,000

114,599,000

Conversion of redeemable convertible preferred stock upon the Reverse Recapitalization (in Shares)

(36,893,894)

36,893,894

Extinguishment of preferred stock warrant liability upon conversion of redeemable convertible preferred stock

17,828,000

$ 0

17,828,000

Issuance of common stock upon the Reverse Recapitalization and the private offering

31,833,000

$ 0

31,833,000

Issuance of common stock upon the Reverse Recapitalization and the private offering (in Shares)

4,542,995

Reverse Recapitalization offering costs

(5,911,000)

$ 0

(5,911,000)

Issuance of common stock as payment of related offering costs

$ 0

Issuance of common stock as payment of related offering costs (in Shares)

644,164

Clene Nanomedicine contingent earn-out recognized upon the Reverse Recapitalization

(64,713,000)

$ 0

(64,713,000)

Initial Shareholders contingent earn-out recognized upon the Reverse Recapitalization

(7,371,000)

Stock-based compensation expense

761,000

Foreign currency translation adjustment

284,000

Net loss

(19,277,000)

Balances at Dec. 31, 2020

341,000

$ 0

$ 6,000

153,571,000

(153,561,000)

325,000

Balances (in Shares) at Dec. 31, 2020

59,526,171

Exercise of stock options

443,000

$ 0

443,000

Exercise of stock options (in Shares)

427,444

Issuance of common stock upon the private placement (in Shares)

960,540

Issuance of common stock upon the private placement

9,250,000

$ 0

9,250,000

Exercise of warrants (in Shares)

1,119,750

Exercise of warrants

11,000

$ 0

11,000

Exercise of underwriter's option (in Shares)

54,083

Exercise of underwriter's option

$ 0

Stock-based compensation expense

12,384,000

$ 0

12,384,000

Issuance of common stock upon vesting of restricted stock awards (in Shares)

224,109

Issuance of common stock upon vesting of restricted stock awards

$ 0

Foreign currency translation adjustment

(92,000)

Net loss

(9,740,000)

Balances at Dec. 31, 2021

$ 12,597,000

$ 0

$ 6,000

$ 175,659,000

$ (163,301,000)

$ 233,000

Balances (in Shares) at Dec. 31, 2021

62,312,097

[1]	Retroactively restated for the Reverse Recapitalization as described in Note 3.

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities
Net loss	$ (9,740,000)	$ (19,277,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	955,000	963,000
Non-cash lease expense	171,000	108,000
Change in fair value of preferred stock warrant liability	0	14,615,000
Change in fair value of common stock warrant liability	(983,000)	0
Change in fair value of Clene Nanomedicine contingent earn-out	(33,953,000)	(12,659,000)
Change in fair value of Initial Shareholders contingent earn-out	(3,589,000)	(1,465,000)
Stock-based compensation expense	12,384,000	761,000
Change in fair value of derivative	0	(29,000)
Gain on extinguishment of notes payable	(648,000)	0
Loss on extinguishment of convertibles notes payable	0	540,000
Gain on termination of lease	0	(51,000)
Accretion of debt discount	336,000	179,000
Change in fair value of notes payable	(560,000)	732,000
Changes in operating assets and liabilities
Accounts receivable	(28,000)	(21,000)
Inventory	150,000	(163,000)
Prepaid expenses and other current assets	(702,000)	(2,841,000)
Accounts payable	1,267,000	(312,000)
Accrued liabilities	894,000	(272,000)
Income tax payable	164,000	164,000
Payable to related parties	0	(131,000)
Deferred revenue from related parties	0	112,000
Deferred income tax	(260,000)	260,000
Operating lease obligations	(154,000)	(142,000)
Net cash used in operating activities	(34,624,000)	(18,929,000)
Cash flows from investing activities
Purchases of property and equipment	(1,332,000)	(387,000)
Net cash used in investing activities	(1,332,000)	(387,000)
Cash flows from financing activities
Proceeds from exercise of stock options	443,000	78,000
Proceeds from warrants exercised	11,000	0
Payments of finance lease obligations	(152,000)	(194,000)
Proceeds from the issuance of note payable	20,000,000	652,000
Payments of debt issuance costs	(534,000)	0
Payments of notes payable	(5,000)	0
Proceeds from the private placement	9,250,000	0
Payment of deferred offering costs	(1,901,000)	(4,011,000)
Proceeds from the Reverse Recapitalization and from the private placement	0	31,833,000
Proceeds from issuance of Series D Preferred Stock, net of issuance costs	0	35,051,000
Proceeds from the issuance of convertible notes payable	0	6,125,000
Net cash provided by financing activities	27,112,000	69,534,000
Effect of foreign exchange rate changes on cash and restricted cash	(85,000)	269,000
Net increase (decrease) in cash and restricted cash	(8,929,000)	50,487,000
Cash and restricted cash - beginning of year	59,275,000	8,788,000
Cash and restricted cash - end of year	50,346,000	59,275,000
Reconciliation of cash and restricted cash to the condensed consolidated balance sheets
Cash	50,288,000	59,275,000
Restricted cash	58,000	0
Cash and restricted cash	50,346,000	59,275,000
Supplemental disclosure of non-cash investing and financing activities
Lease liability arising from obtaining right-of-use assets, leasehold improvements, and lease incentives	2,892,000	820,000
Common stock warrant liability recorded at issuance of notes payable	1,457,000	0
Lease liability settled through termination of lease	0	348,000
Issuance of derivative instrument related to convertible notes	0	705,000
Issuance of Series D Preferred Stock upon extinguishment of convertible promissory notes	0	5,675,000
Extinguishment of derivative liability in connection with extinguishment of convertible promissory notes	0	676,000
Deferred transaction costs in accounts payable	0	546,000
Deferred transaction costs in accrued liabilities	0	1,354,000
Conversion of redeemable convertible preferred stock into common stock	0	114,603,000
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock	0	17,828,000
Issuance of common stock as payment of related offering costs	0	6,442,000
Clene Nanomedicine contingent earn-out recognized in connection with the Reverse Recapitalization	0	64,713,000
Initial Shareholders contingent earn-out recognized in connection with the Reverse Recapitalization	0	7,371,000
Supplemental disclosures
Cash Paid For Interest Expense	$ 1,095,000	$ 39,000

Nature of the Business

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Nature of the Business

1. Nature of the Business

Clene Inc. (formerly Chelsea Worldwide Inc.) (the “Company,” “we,” “us,” or similar such references) is a clinical-stage pharmaceutical company pioneering the discovery, development, and commercialization of novel clean-surfaced nanotechnology therapeutics. We have developed an electro-crystal-chemistry drug development platform which enables production of concentrated, stable, highly active, clean-surfaced nanocrystal suspensions. We have multiple drug assets currently in development for applications in neurology, infectious disease, and oncology. Our efforts are currently focused on addressing the high unmet medical needs in two areas: first, those related to central nervous system disorders including Amyotrophic Lateral Sclerosis (“ALS”), Multiple Sclerosis (“MS”), and Parkinson’s Disease (“PD”); and second, those related to COVID-19, a highly infectious viral respiratory disease with serious and sometimes fatal co-morbidities. 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. (“dOrbital”), or through an exclusive license with 4Life Research LLC (“4Life”), a related party (see Note 20).

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, and dOrbital, a subsidiary incorporated in Delaware, after elimination of all intercompany accounts and transactions. The wholly-owned subsidiary, Clene Netherlands B.V. was established on April 21, 2021 and has no financial positions or operations to date.

Liquidity

We incurred a loss from operations of $50.0 million and $20.2 million for the years ended December 31, 2021 and 2020, respectively, and a net loss of $9.7 million and $19.3 million for the years ended December 31, 2021 and 2020, respectively. Our accumulated deficit was $163.3 million as of December 31, 2021. Our cash and restricted cash totaled $50.3 million and $59.3 million as of December 31, 2021 and 2020, respectively, and we used net cash in operating activities of $34.6 million and $18.9 million for the years ended December 31, 2021 and 2020, respectively.

We have incurred significant losses and negative cash flows from operations since our inception. We have not generated significant revenues to date, and we do not anticipate generating significant revenues unless we successfully complete development and obtain regulatory approval for our drug candidates. We expect our expenses to increase significantly and to incur additional losses in the future to fund our operations, 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 our expenses relating to regulatory compliance and sales and marketing personnel to increase significantly as we prepare to commence commercialization if we obtain regulatory approval for our drug candidates.

The accompanying consolidated financial statements have been prepared presuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our long-term operations require obtaining additional capital to fund our operations. As part of our ongoing business plans, we will continue seeking to raise additional capital through equity financing and may seek debt financing or other capital sources, and we may attempt to collaborate with a third party for development and commercialization of our drug candidates. We may not be able to obtain capital on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or rights of our stockholders. Depending on the results of our current business plans, we may need to implement cost-saving initiatives, including potentially delaying or reducing research and development programs and commercialization efforts beginning as early as the third quarter of 2022. Currently, without additional capital, we believe we have sufficient resources to fund our continuing operations into the second quarter of 2023.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic, which began in December 2019 and has spread worldwide, has caused many governments to implement measures to slow the spread of the outbreak. The outbreak and government measures taken in response have had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred, supply chains have been disrupted, and facilities and production have been suspended. The future progression of the pandemic and its effects on our business and operations remains uncertain. The COVID-19 pandemic may affect our ability to initiate and complete preclinical studies and clinical trials, delay the initiation of future clinical trials, disrupt regulatory activities, or have other adverse effects on our business and operations. In particular, we and our contract research organizations (“CROs”) have faced disruptions that have affected our ability to initiate and

complete preclinical studies, caused manufacturing disruptions, and created delays at clinical trial site initiation and clinical trial enrollment, leading to the early conclusion of an ongoing clinical trial. The pandemic has already caused significant disruptions in the financial markets, and may continue to cause such disruptions, which could impact our ability to raise additional funds to support our operations. Moreover, the pandemic has significantly impacted economies worldwide and could result in adverse effects on our business and operations.

We are monitoring the potential impact of the COVID-19 pandemic on our business and financial statements. While the COVID-19 pandemic has led to various research restrictions and led to pauses and early conclusion of certain of our clinical trials, these impacts have been temporary and to date we have not experienced material business disruptions or incurred impairment losses in the carrying values of our assets as a result of the pandemic and we are not aware of any specific related event or circumstance that would require us to revise the estimates reflected in these consolidated financial statements. The extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, cash flows, and financial condition, including planned and future clinical trials and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, the actions taken to contain or treat it, and the duration and intensity of the related effects.

Registration Statements

On February 16, 2021, we filed a registration statement on Form S-1 (file number 333-253173) to register 4,541,481 shares of Clene Inc. common stock, par value $0.0001 (“Common Stock”) underlying outstanding warrants that we have previously issued, among which 2,517,500 and 904,231 were originally issued by Tottenham Acquisition I Limited (“Tottenham”) and Clene Nanomedicine, respectively, prior to the closing of the business combination (the “Reverse Recapitalization”), and 1,119,750 (the “PIPE Warrants”) were issued as part of a private placement (the “2020 PIPE”) in connection with the closing of the Reverse Recapitalization. We will receive aggregate proceeds of $30.7 million if all of the warrants are exercised. On April 19, 2021, the registration statement was declared effective by the U.S. Securities and Exchange Commission (the “SEC”). In connection with the registration statement on Form S-1, we incurred an immaterial amount of offering costs, recognized as general and administrative expenses in the consolidated statement of operations and comprehensive loss during the year ended December 31, 2021. During the year ended December 31, 2021, we received aggregate proceeds of $11,198 from the exercise of all of the PIPE Warrants, at an exercise price of $0.01 per share.

On July 22, 2021, we filed a registration statement on Form S-1 (file number 333-258098) to register 1,140,731 shares of Common Stock underlying outstanding warrants that we have previously issued, among which 1,024,880 were originally issued by Clene Nanomedicine prior to the Reverse Recapitalization in April 2013 and 115,851 were issued pursuant to a loan agreement (the “2021 Avenue Loan”) with Avenue Venture Opportunities Fund, L.P. (“Avenue”). We will receive aggregate proceeds of $3.0 million if all of these warrants are exercised. In addition, we registered 960,540 shares of Common Stock issued in a private placement in May 2021 (the “2021 PIPE”). We will not receive any proceeds from the possible sale of these shares by the selling shareholders named in the Registration Statement. On August 2, 2021, the registration statement was declared effective by the SEC. In connection with the registration statement on Form S-1, we incurred an immaterial amount of offering costs, recognized as general and administrative expenses in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2021.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying consolidated financial statements in accordance with 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. Prior period balances for accounts receivable have been reclassified to conform to the current year presentation.

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

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.

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 or results of operations: ability to obtain additional financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party CROs and manufacturers upon which we rely; protection of our intellectual property; litigation or claims against us based on intellectual property, patent, product, regulatory, or other factors; and our ability to attract and retain employees necessary to support our growth.

Concentrations of Credit Risk

Financial instruments which potentially subject us to significant concentrations of credit risk consist primarily of cash. Our cash is mainly held in financial institutions. 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 an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and 2020, we had no cash equivalents.

Restricted Cash

We classify cash as restricted when it is unavailable for withdrawal or use in our general operating activities. Restricted cash and investments are 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. As of December 31, 2021 and 2020, we had restricted cash of $0.1 million and $0, respectively.

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 estimated 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 $26,308 in raw materials and $14,391 in finished goods as of December 31, 2021, and $71,290 in raw material and $119,275 in finished goods as of December 31, 2020. Inventory primarily relates to our Supplements segment.

Debt

When debt is issued and a derivative is required to be bifurcated (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.

Deferred Offering Costs

We capitalize certain legal, professional accounting. and other third-party fees that are directly associated with in-process equity financings, including the Reverse Recapitalization and the 2020 PIPE, as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (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.

During the year ended December 31, 2021, we did not incur any deferred offering costs. During the year ended December 31, 2020, we incurred $5.9 million of deferred offering costs in connection with the Reverse Recapitalization which were reclassified to additional paid-in capital as of December 31, 2020.

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 of 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. We recognize lease expense for these short-term leases on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss.

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 combined 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. In the consolidated statements of operations and comprehensive loss, 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.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Property and equipment consist of laboratory and office equipment and leasehold improvements. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets, which are 3-5 years for laboratory equipment and 3-7 years for furniture and fixtures. 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 old data. We also capitalize costs to modify, upgrade, or enhance existing internal-use software that result in additional functionality. Amortization is calculated using the

straight-line method over the estimated economic useful life of the asset. We expense costs related to internal-use software, including 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, 2021 and 2020.

Convertible Notes

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, and we account for a convertible preferred stock as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives.

If the conversion feature is freestanding, or is embedded and meets the requirements to be bifurcated, 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.

Debt With Warrants

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.

Contingent Earn-Out Liabilities

In connection with the Reverse Recapitalization, certain stockholders are entitled to receive additional shares of Common Stock (the “Contingent Earn-outs”) upon us achieving certain milestones (see Notes 3 and 12). In accordance with ASC 815, the Contingent Earn-outs are not indexed to our own stock and therefore are accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net, in the consolidated statements of operations and comprehensive loss.

Common Stock Warrants

We account for common stock warrants as either equity-classified instruments or liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance. 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 of 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, as of each subsequent quarterly 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, 2021 and 2020 was comprised of sales of dietary supplements and royalties.

We recorded deferred revenue of $0 and $0.1 million as of December 31, 2021 and 2020, respectively, from a dietary supply agreement with a related party (see Note 20).

Grant Funding

We may submit applications to receive grant funding from governmental and non-governmental entities. Grant funding received that involves no conditions or continuing performance obligations is recognized upon receipt. Grant funding with conditions or obligations is recognized as the conditions or obligations are fulfilled. We have made an accounting policy election to record such unconditional grants, such as the Australian Research and Development Credit, as other income in the consolidated statements of operations and comprehensive loss. Income from grants with conditions or obligations is recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants were provided have been met. We recognize the Australian Research and Development Credit in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. During the years ended December 31, 2021 and 2020, we recognized $1.5 million and $3.2 million, respectively, of Australian Research and Development Credit within other income (expense), net, in the consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, we recorded $1.6 million and $2.1 million, respectively, of Australian Research and Development Credit receivable in prepaid expenses and other current assets on the consolidated balance sheets.

Any amount received in advance of fulfilling such conditions or obligations is recorded in accrued liabilities on the consolidated balance sheets if the conditions or obligations are expected to be met within the next twelve months. As of December 31, 2021 and 2020, we recorded $0.5 million and $0.3 million, respectively, of deferred grant funds received in advance in accrued liabilities.

Grant funding recognized on conditional grants is included as a reduction in research and development expenses in the consolidated statements of operations and comprehensive loss as the conditions are tied to our research and development efforts, and as the arrangement between us and the organizations are not part of our ongoing, major, or central operations. During the years ended December 31, 2021 and 2020, we recorded a grant of $0.2 million and $0.8 million, respectively, as a reduction of research and development expenses in the consolidated statements of operations and comprehensive loss.

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 quarter during which the reclassifications occur.

Foreign Currency Translation and Transactions

Our functional currency is the U.S. dollar. Clene Australia determined its functional currency to be the Australian dollar and our Netherlands subsidiary determined its functional currency to be the Euro. We use the U.S. dollar as our reporting currency for the consolidated financial statements. The results of our non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. Our assets and liabilities are translated using the current exchange rate as of the balance sheet date and stockholders’ equity is translated using historical rates.

Adjustments resulting from the translation of the consolidated financial statements of our foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of stockholders’ equity. These foreign currency translation gains and losses are currently the only component of other comprehensive loss.

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) in the consolidated statements of operations and comprehensive loss as incurred.

Comprehensive Loss

Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The only element of other comprehensive income (loss) in any period presented was translation of Australian dollar denominated balances of Clene Australia to U.S. dollars for consolidation.

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. Diluted net income (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 have determined that our chief executive officer is the chief operating decision maker (“CODM”). Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the CODM in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business in two operating segments, which are our reportable segments: (1) the development and commercialization of novel clean-surfaced nanotechnology therapeutics (“Drugs”), and (2) the development and commercialization of dietary supplements (“Supplements”).

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

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

Stock-Based Compensation

We account for stock-based compensation arrangements using a fair value-based method for costs related to all share-based payments including stock options and stock awards. Stock-based compensation expense is recorded in research and development and general and administrative expenses based on the classification of the work performed by the grantees.

The fair value is recognized over the period during which a grantee was 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 will 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.

Stock-based compensation expense is recognized at fair value. We elect to account for forfeitures as they occur, rather than estimating expected forfeitures.

After the closing of the Reverse Recapitalization, we determine the fair value of each share of Common Stock underlying stock-based awards based on the closing price of our Common Stock as reported by the Nasdaq Stock Market LLC (“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 charged to expense 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. Clinical trial costs are charged to research and development expense as incurred. The financial terms of these contracts are subject to negotiations, which 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 reflect the appropriate clinical trial expense in the consolidated financial statements by matching the appropriate expenses with 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 which will be amortized to research and development expense over the period the contracted services are performed. In addition to pass-through costs, we generally incur costs in clinical trials in four distinct groups as follows:

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

CRO Site and Study Management—These 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 that the patient enrolls.

CRO Close-Down and Reporting—These costs include analyzing the data obtained and reporting results, which occurs after patients have ceased treatment and the database of information collected is locked. These costs are expensed as incurred over the course of any close-down and reporting period.

Third-Party Contracts—These costs include fees charged by third parties for various support services which are not provided by CROs and include such items as laboratory fees, data quality review costs, and fees incurred for investigational product monitoring and inventory control. These items are expensed ratably over any identifiable service period with the engaged third-party vendors.

The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs, and other miscellaneous costs, including shipping and printing fees. We determine accrual estimates through reports from and discussion with applicable personnel and outside service providers as to the progress or state of completion of trials or the services completed. We estimate accrued expenses as of each reporting date in the consolidated financial statements based on the facts and circumstances known to us at that time.

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued 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 to simplify accounting for certain financial instruments by removing certain separation models for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features 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, a convertible debt instrument will be accounted as a single liability measured at its amortized cost, and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirements to use the if-converted method for all convertible instruments. For smaller reporting companies, the new guidance is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods with those fiscal years. We early adopted ASU 2020-06 on January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The new guidance was effective for our fiscal year, and interim periods within our fiscal year, beginning after December 15, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The new guidance provides for the deferral of implementation costs for cloud computing arrangements and expensing those costs over the term of the cloud services arrangement. The new guidance was effective for our fiscal year beginning after December 15, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. As a smaller reporting company, the guidance is effective for our fiscal years beginning after December 15, 2022. We are currently evaluating the expected impact of the new guidance as a result of this extended deadline of implementation for smaller reporting companies.

Reverse Recapitalization with Tottenham and Clene Nanomedicine

12 Months Ended

Dec. 31, 2021

Reverse Recapitalization With Tottenham And Clene Nanomedicine [Abstract]

Reverse Recapitalization with Tottenham and Clene Nanomedicine

3. Reverse Recapitalization with Tottenham and Clene Nanomedicine

On December 30, 2020 (the “Closing Date”), Chelsea Worldwide Inc., our predecessor, consummated the previously announced business combination (referred to as the “Reverse Recapitalization”) pursuant to a merger agreement, dated as of September 1, 2020 (the “Merger Agreement”), by and among Clene Nanomedicine, Tottenham, Chelsea Worldwide Inc. (“PubCo”), a Delaware corporation

and wholly-owned subsidiary of Tottenham, Creative Worldwide Inc. (“Merger Sub”), a Delaware corporation and wholly-owned subsidiary of PubCo, and Fortis Advisors LLC, a Delaware limited liability company as the representative of our stockholders. Prior to the Reincorporation Merger discussed below, Tottenham was incorporated in the British Virgin Islands as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Prior to the Reverse Recapitalization, there was not a public market for the shares of Clene Nanomedicine common stock.

The Reverse Recapitalization was effected in two steps: (i) Tottenham was reincorporated to the state of Delaware by merging with and into PubCo (the “Reincorporation Merger”); and (ii) promptly following the Reincorporation Merger, Merger Sub was merged with and into Clene Nanomedicine, resulting in Clene Nanomedicine becoming a wholly-owned subsidiary of PubCo (the “Acquisition Merger”). On the Closing Date, PubCo changed its name from Chelsea Worldwide Inc. to Clene Inc. and listed its shares of Common Stock, par value $0.0001 per share on Nasdaq under the symbol “CLNN.”

Upon the consummation of the Reverse Recapitalization, each Tottenham ordinary share issued and outstanding immediately prior to the effective time of the Reincorporation Merger, which totaled 2,303,495 shares held by Tottenham’s former officers and directors and Norwich Investment Limited and Tottenham’s public stockholders (the “Initial Stockholders”) (excluding certain shares that were canceled pursuant to the Merger Agreement, any redeemed shares, and any dissenting shares), was automatically cancelled and ceased to exist and (i) for each Tottenham ordinary share, we issued to each stockholder one validly-issued share of our Common Stock; (ii) each warrant to purchase one-half (1/2) of one Tottenham Ordinary Share converted into a warrant to purchase one-half (1/2) of one share of our Common Stock; (iii) each right exchangeable into one-tenth (1/10) of one Tottenham ordinary share converted into a right exchangeable for one-tenth (1/10) of one share of our Common Stock; provided, however, that no fractional shares were issued and all fractional shares were rounded down to the nearest whole share.

On the Closing Date, each share of Clene Nanomedicine common stock then issued and outstanding was cancelled and the holders thereof in exchange received 54,339,012 shares of Common Stock, which is equal to 0.1389 newly-issued shares of Common Stock for each single share of Clene Nanomedicine common stock (the “Exchange Ratio”). Pursuant to the Merger Agreement, 5% of the aggregate amount of the closing payment shares, or 2,716,958 shares were held in escrow to satisfy any indemnification obligation incurred and were released six months after the closing of the Reverse Recapitalization. In addition, each share of Clene Nanomedicine’s preferred stock outstanding immediately prior to the closing of the Reverse Recapitalization was converted into the right to receive our Common Stock based on the same Exchange Ratio. All outstanding warrants exercisable for common stock in Clene Nanomedicine (other than warrants that expired, were exercised or were deemed automatically net exercised immediately prior to the Acquisition Merger) were exchanged for warrants exercisable for our Common Stock with the same terms and conditions except adjusted by the Exchange Ratio.

All outstanding stock options of Clene Nanomedicine common stock, totaling 53,286,115 stock options, was cancelled and the holders thereof in exchange received 0.1320 newly issued stock options of our Common Stock for a total of 7,032,591 stock options, which is 95% of the Exchange Ratio. Pursuant to the Merger Agreement, we agreed to issue rights to 370,101 restricted stock awards to the option holders which complements the 5% closing payment shares held in escrow for Clene Nanomedicine common stockholders. The modification of the stock options did not result in a material incremental compensation expense upon closing of the Reverse Recapitalization. In addition, we issued rights to 1,136,961 restricted stock awards to option holders to complement the earn-out payments (discussed below) that may be contingently issued to certain current Clene Nanomedicine stockholders upon the achievement of certain milestones.

We received gross proceeds of $9.4 million from the Reverse Recapitalization and incurred offering costs of $5.9 million, which excludes the fair value of Common Stock issued as payment of certain offering costs, resulting in net proceeds of $3.5 million. Offering costs related to third-party legal, accounting, and other professional services and were recorded as a reduction of additional paid-in capital upon the close of the Reverse Recapitalization in our consolidated balance sheets.

In connection with Tottenham’s initial public offering in August 2018, Tottenham issued to Chardan Capital Markets, LLC (“Chardan”), an option to purchase 220,000 units at $11.50 per unit (the “Chardan Unit Purchase Option”). Each unit consisted of one and one-tenth shares of Tottenham’s ordinary shares and one warrant to purchase one-half of one of Tottenham’s ordinary shares at an exercise price of $11.50 per share. In connection with the Reverse Recapitalization, the Chardan Unit Purchase Option was converted into a Clene Inc. unit purchase option. The warrants included in the Chardan Unit Purchase Option were exercisable upon the completion of the Reverse Recapitalization and expire five years after the Closing Date (see Note 10).

Also, in connection with the Reverse Recapitalization, Clene Nanomedicine entered into a letter agreement with LifeSci Capital LLC (“LifeSci”) in July 2020, to which LifeSci engaged to act as Clene Nanomedicine’s financial advisor with respect to identifying and soliciting special purpose acquisition companies for the purpose of entering into a merger or similar transaction with Clene Nanomedicine and its stockholders. Under this agreement, Clene Nanomedicine agreed that if it consummated a merger with Tottenham,

LifeSci would receive consideration of (i) 3% of the amount by which the total transaction consideration exceeded $350 million, plus (ii) 7% of cash and cash-equivalents received by Clene Nanomedicine from the Tottenham’s trust account. Clene Nanomedicine could elect to pay LifeSci either in cash, equity interests of the surviving company, or a combination of the two. Upon the consummation of the Reverse Recapitalization, 644,164 shares of Common Stock were issued to LifeSci as consideration for its services as pursuant to the letter agreement (see Note 18).

Immediately after giving effect to the Reverse Recapitalization, there were 59,526,171 shares of Common Stock issued and outstanding and warrants to purchase 5,566,361 shares of Common Stock issued and outstanding (see Note 10). Based on the number of shares of Common Stock outstanding on the Closing Date (in each case, not giving effect to any shares issuable upon exercise of warrants, options, or earn-out shares), Clene Nanomedicine’s stockholders owned approximately 91% of our Common Stock, Tottenham stockholders owned approximately 4% of our Common Stock, and investors from the 2020 PIPE owned approximately 4% of our Common Stock.

During Tottenham’s IPO, Tottenham incurred deferred underwriters’ fees which were payable to Chardan from the amounts held in the trust account upon completion of the Reverse Recapitalization. Upon the closing of the Reverse Recapitalization, we paid $2.1 million to Chardan as settlement of the deferred underwriting fees, which amount was included in the total offering costs of the Reverse Recapitalization.

The transaction was accounted for as a “reverse recapitalization” in accordance with GAAP. Under this method of accounting, Tottenham was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the fact that subsequent to the Reverse Recapitalization, Clene Nanomedicine’s stockholders have a majority of the voting power of the Company, Clene Nanomedicine comprises all of the ongoing operations of the Company, Clene Nanomedicine comprises a majority of the governing body of the Company, and Clene Nanomedicine’s senior management comprises all of the senior management of the Company. Accordingly, for accounting purposes, this transaction was treated as the equivalent of Clene Nanomedicine issuing shares for the net assets of Tottenham, accompanied by a recapitalization. The shares and net loss per common share in historical periods prior to the Reverse Recapitalization have been retroactively restated using the Exchange Ratio established in the Reverse Recapitalization. The net assets of Tottenham were recorded at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Reverse Recapitalization are those of Clene Nanomedicine.

Earn-Out Shares

Certain of Clene Nanomedicine’s stockholders are entitled to receive earn-out shares as follows (the “Clene Nanomedicine Contingent Earn-out”): (i) 3,333,333 shares of Common Stock if (A) the volume-weighted average price (“VWAP”) of the shares of our Common Stock equals or exceeds $15.00 (or any foreign currency equivalent) (the “Milestone 1 Price”) in any twenty trading days within a thirty trading day period within the three years following the closing of the Reverse Recapitalization on any securities exchange or securities market on which the shares of our Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 1 Price if a change of control transaction occurs within the three years following the closing of the Reverse Recapitalization (the requirements in (A) and (B) being collectively “Milestone 1”); (ii) 2,500,000 shares of Common Stock if (A) the VWAP of our Common Stock equals or exceeds $20.00 (or any foreign currency equivalent) (the “Milestone 2 Price”) in any twenty trading days within a thirty trading day period within the five years following the closing of the Reverse Recapitalization on any securities exchange or securities market on which the shares of our Common Stock are then traded or (B) the change of control price equals or exceeds the Milestone 2 Price if a change of control transaction occurs within the five years following the closing of the Reverse Recapitalization (the requirements set forth in clause (A) or (B), “Milestone 2”); and (iii) 2,500,000 shares of Common Stock if Clene Nanomedicine completed a randomized placebo-controlled clinical trial for treatment of COVID-19 which results in a statistically significant finding of clinical efficacy within twelve months after the closing of the Reverse Recapitalization (“Milestone 3”), which was not achieved. If Milestone 1 is not achieved but Milestone 2 is achieved, the Clene Nanomedicine stockholders will receive a catch-up issuance equal to the shares issued upon satisfaction of Milestone 1. Upon the consummation of the Reverse Recapitalization, the Clene Nanomedicine Contingent Earn-out shares increased by 12,852 as a result of the exercise of stock options during November 2020, and the Clene Nanomedicine Contingent Earn-out shares increased to 8,346,185 shares of Common Stock as of the Closing Date.

The Initial Stockholders may be entitled to receive earn-out shares as follows (the “Initial Stockholders Contingent Earn-out”): (i) 375,000 shares of Common Stock upon satisfaction of the requirements of Milestone 1; and (ii) another 375,000 shares of Common Stock upon satisfaction of the requirements of Milestone 2. If Milestone 1 is not achieved but Milestone 2 is achieved, the Initial Stockholders shall receive a catch-up issuance equal to the shares granted upon satisfaction of the requirements of Milestone 1.

The Contingent Earn-outs have been classified as liabilities in the consolidated balance sheets and were initially measured at fair value on the date of the Reverse Recapitalization and are subsequently remeasured to fair value at each reporting date (see Note 16). As of December 30, 2021, we did not achieve Milestone 3 and the 2,503,851 Milestone 3 Contingent Earn-outs were cancelled.

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2021

Prepaid Expenses And Other Current Assets [Abstract]

Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Australia research and development credit receivable	$	1,564	$	2,148
CRO prepayments		194		1,211
Metals to be used in research and development		2,237		31
Directors and officers insurance		41		—
Other		169		112
Total prepaid expenses	$	4,205	$	3,502

Property and Equipment, Net

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

5. Property and Equipment

Property and equipment, net, as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021			2020
Lab equipment	$	3,327		$	3,077
Furniture and fixtures		147			147
Leasehold improvements		3,943			3,889
Construction in progress		2,052			490
		9,469			7,603
Less accumulated depreciation		(4,297	)		(3,378	)
Total property and equipment, net	$	5,172		$	4,225

Depreciation expense totaled $1.0 million and $1.0 million for the years ended December 31, 2021 and 2020, respectively. Depreciation expense was reported in research and development expense and in general and administrative expense totaling $0.8 million and $0.1 million, respectively, for the year ended December 31, 2021; and in research and development expense and in general and administrative expense totaling $0.9 million and $0.1 million, respectively, for the year ended December 31, 2020, in the consolidated statements of operations and comprehensive loss.

Accrued Liabilities

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Accrued Liabilities

6. Accrued Liabilities

Accrued liabilities as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Accrued professional fees	$	30	$	189
Accrued compensation and benefits		2,049		1,225
Accrued CRO fees		718		788
Deferred grant funds		520		301
Accrued expense reimbursements		33		33
Accrued transaction costs		—		1,354
Other		260		70
Total accrued liabilities	$	3,610	$	3,960

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

7. Leases

We lease laboratory and office space and certain laboratory equipment under non-cancellable operating and finance leases. The carrying value of our right-of-use lease assets is substantially concentrated in our real estate leases, while the volume of lease agreements is primarily concentrated in equipment leases.

Operating Leases

In April 2020, we terminated an operating lease for office space and removed the remaining right-of-use asset of $0.3 million and lease liability of $0.3 million, and recognized a gain of $0.1 million. Concurrently, we commenced a new operating lease in April 2020 and recorded a right-of-use asset value of $0.4 million, leasehold improvements of $0.4 million, and lease liability of $0.8 million.

In September 2021, we commenced an operating lease for laboratory space and recorded a right-of-use asset of $2.4 million and lease liability of $2.4 million, net of a lease incentive of $1.0 million which represents an allowance from the lessor for facility alterations.

As the lease incentive is payable based on events within our control and are deemed reasonably certain to occur, we recorded the lease incentive as a reduction of the right-of-use asset and lease liability at the lease commencement. As of December 31, 2021, we incurred $0.5 million of costs related to the lease incentive which we recorded as construction in progress, with a corresponding increase to the lease liability, and the construction in progress will be capitalized as leasehold improvements when the facility is placed into service. The lease has an initial ten-year term and provides us the right and option to extend or renew for two periods of five years each. In accordance with ASC 842, the payments to be made in option periods have not been recognized as part of the right-of-use asset or lease liability because we do not assess the exercise of the option to be reasonably certain.

Right-of-use assets on the consolidated balance sheets pertain to operating leases. As of December 31, 2021, our operating lease obligations had a weighted-average discount rate of 9.6% and had a weighted-average remaining term of 8.1 years. As of December 31, 2020, our operating lease obligations had a weighted-average discount rate of 9.6% and a weighted-average remaining term of 6.3 years.

Finance Leases

Assets recorded under finance lease obligations and included with property and equipment as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021			2020
Lab equipment	$	408		$	920
Furniture and fixtures		—			46
Work in process		228			228
Total		636			1,194
Less accumulated depreciation		(244	)		(593	)
Net	$	392		$	601

As of December 31, 2021, our finance lease obligations had a weighted-average interest rate of 8.8% and had a weighted-average remaining term of 1.9 years. As of December 31, 2020, our finance lease obligations had a weighted-average interest rate of 8.1% and had a weighted-average remaining term of 2.7 years.

Maturity Analysis of Leases

The maturity analysis of our finance and operating leases as of December 31, 2021 were as follows:


(in thousands)	Finance Leases			Operating Leases
2022	$	139		$	870
2023		82			960
2024		20			982
2025		—			1,007
2026		—			1,031
Thereafter		—			2,887
Total undiscounted cash flows		241			7,737
Less amount representing interest/discounting		2			(2,520	)
Present value of future lease payments		243			5,217
Less future lease incentives		—			(500	)
Less lease obligations, current portion		(146	)		(347	)
Lease obligations, long term portion	$	97		$	4,370

We expect that, in the normal course of business, the existing leases will be renewed or replaced by similar leases.

Components of Lease Cost

The components of finance and operating lease costs for the years ended December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Finance lease costs:
Amortization	$	82	$	175
Interest on lease liabilities		27		37
Operating lease costs		429		293
Short-term lease costs		73		249
Variable lease costs		130		92
Total lease costs	$	741	$	846

Supplemental Cash Flow Information


(in thousands)	2021			2020
Operating cash flows from operating leases	$	(633	)	$	(635	)
Operating cash flows from finance leases	$	(27	)	$	(37	)
Finance cash flows from finance leases	$	(152	)	$	(194	)

Notes Payable

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Notes Payable

8. Notes Payable

Our long-term debt, net of original issue discount and unamortized debt issuance costs, as of December 31, 2021 and 2020 was as follows:


(in thousands, except interest rate data)	Interest Rate			2021			2020
Notes payable:
Maryland Department of Housing & Community Development		8.00	%	$	614		$	1,080
Advance Cecil, Inc.		8.00	%		122			216
Paycheck Protection Program		1.00	%		—			647
Avenue Venture Opportunities Fund, L.P.		9.85	%		20,000			—
Other		0.00	%		—			6
					20,736			1,949
Less unamortized debt issuance costs and original issue discounts					(1,654	)		—
Less convertible notes payable, net of unamortized debt discount and issuance costs (see Note 11)					(4,598	)		—
Total notes payable				$	14,484		$	1,949

Maryland Loan

In February 2019, we entered into a loan agreement (the “2019 MD Loan”) with the Department of Housing and Community Development, a principal department of the State of Maryland. The agreement provides for a term loan of $0.5 million. Amounts outstanding under the 2019 MD Loan bear simple interest at an annual rate of 8.0%. Under the 2019 MD Loan, we agreed to affirmative and negative covenants to which we will remain subject until maturity. These covenants include providing information about our Company and operations; limitations on our ability to retire, repurchase, or redeem our common or preferred stock, options, and warrants other than per the terms of the securities; and limitations on our ability to pay dividends of cash or property. There are no financial covenants associated with the 2019 MD Loan. Events of default under the 2019 MD Loan include failure to make payments when due, insolvency events, and failure to comply with covenants. We are not in violation of any affirmative covenants. Repayment of the full balance outstanding is due on February 22, 2034. The 2019 MD Loan establishes “Phantom Shares,” based on 119,907 shares of Common Stock (based on 863,110 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance. The 2019 MD Loan states the repayment amount is to be the greater of the balance of principal and accrued interest or the Phantom Shares value. We determined that the note should be accounted for at fair value. We record the fair value of the debt at the end of each reporting period. In order to value the note, we consider the amount of the simple interest expense that would be due and the value of Phantom Shares. The fair value of the 2019 MD Loan is determined based on the closing price of CLNN shares listed on Nasdaq.

Income of $0.5 million and expense of $0.5 million was recognized during the years ended December 31, 2021 and 2020, respectively. The fair value of $0.6 million and $1.1 million of principal and accrued interest is included in long-term notes payable as of December 31, 2021 and 2020, respectively.

Cecil County Loan

In April 2019, we entered into a loan agreement (the “2019 Cecil Loan”) with Advance Cecil Inc., a non-stock corporation formed under the laws of the state of Maryland with application for 501(c)(3) status pending before the Internal Revenue Service at the time of execution of the 2019 Cecil Loan. The agreement provides for a term loan of $0.1 million. Amounts outstanding under the 2019 Cecil Loan bear simple interest at an annual rate of 8.0%. Under the 2019 Cecil Loan, we agreed to affirmative covenants to which we will remain subject until maturity. These covenants include providing information about our Company and operations. There are no financial covenants associated with the 2019 Cecil Loan. Events of default under the 2019 Cecil Loan include failure to make payments when due, insolvency events, and failure to comply with covenants. We are not in violation of any affirmative covenants. Repayment of the full balance outstanding is due on April 30, 2034. The 2019 Cecil Loan establishes “Phantom Shares,” based on 23,981 shares of Common Stock (based on 172,622 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance. The 2019 Cecil Loan states the repayment amount is to be the greater of the balance of principal and accrued interest or the Phantom Share value. We determined that the note should be accounted for at fair value. We record the fair value of the debt at the end of each reporting period. In order to value the note, we consider the amount of the simple interest expense that would be due and the value of Phantom Shares. The fair value of the 2019 Cecil Loan is determined based on the closing price of CLNN shares listed on Nasdaq.

Income of $0.1 million and expense of $0.1 million was recognized during the years ended December 31, 2021 and 2020, respectively. The fair value of $0.1 million and $0.2 million of principal and accrued interest is included in long-term notes payable as of December 31, 2021 and 2020, respectively.

PPP Loan

In May 2020, we entered into a note payable in the amount of $0.6 million (the “PPP Loan”) under the Paycheck Protection Program of the CARES Act. The Paycheck Protection Program permits forgiveness of amounts loaned for payments of payroll and other qualifying expenses within 24 weeks of receipt of loaned funds, given that at least 60% of the total loan is used for payroll. Amounts not forgiven have a repayment period of five years. In January 2021, the full $0.6 million balance of the PPP Loan was forgiven and has been recorded as a gain on extinguishment of debt during the year ended December 31, 2021. There was no gain on extinguishment of debt recorded during the year ended December 31, 2020.

Avenue Loan

In May 2021, we entered into the 2021 Avenue Loan with Avenue. The agreement provides for a 42-month term loan of up to $30.0 million. The first tranche is $20.0 million (“Tranche 1”), of which $15.0 million was funded at close and $5.0 million was funded in September 2021. We incurred issuance costs of $0.6 million of which $46,951 was expensed immediately. The remaining unfunded tranche of $10.0 million (“Tranche 2”) is available at our request until December 31, 2022. Funding of Tranche 2 is subject to (a) our receipt of $5.0 million financing through Maryland’s State Incentive Programs and/or other Maryland State programs; (b) our achievement of a statistically significant result on the primary endpoint, or if the totality of the results for any study warrant advancement into a subsequent clinical efficacy study, with respect to at least two of the following clinical trials: (i) RESCUE-ALS or the Healey ALS Platform Trial; (ii) REPAIR-PD; or (iii) REPAIR-MS (“Performance Milestone 1”); (c) our receipt of net proceeds of at least $30.0 million from the sale and issuance of our equity securities (including private placements or follow-on offerings) between May 2, 2021 and December 31, 2022; and (d) mutual agreement of us and Avenue.

The loans bear interest at a variable rate per annum equal to the sum of (i) the greater of (a) the prime rate, as published by the Wall Street Journal from time to time or (b) 3.25%, plus (ii) 6.60%. Payments are interest-only for the first 12 months and can be extended up to (i) 12 months (the “First Interest-only Period Extension”) if we achieve Performance Milestone 1 and (ii) 36 months if (a) we achieve the First Interest-only Period Extension and (b) have drawn from Tranche 2. In August 2021 we mutually confirmed with Avenue that Performance Milestone 1 and the First Interest-only Period Extension had been achieved. The loan will amortize in equal payments of principal from the end of the interest period to the expiration of the 42-month term on December 1, 2024. On the maturity date, an additional payment equal to 4.25% of the funded loans, or $0.9 million, is due in addition to the remaining unpaid principal and accrued interest. The final payment was recorded as a debt premium and is being amortized over the contractual term using the effective interest method. The final payment provision is related to the loan host and is not bifurcated pursuant to ASC 815.

Pursuant to the agreement, we granted to Avenue the a warrant for the purchase of 115,851 shares of Common Stock (the “Avenue Warrant”) at an exercise price equal to the lower of (i) $8.63 (which is equal to the five-day VWAP per share, determined as of the end of trading on the last trading day prior to execution of the loan agreement), or (ii) the lowest price per share paid by cash investors for our Common Stock issued in the next bona fide round of equity financing prior to March 31, 2022 (the “Next Round Price”). Upon the funding of Tranche 2, the Avenue Warrant shall be automatically adjusted to include an additional estimated 145,740 shares of Common Stock, which is equal to 5% of the principal amount of Tranche 2, divided by the lower of (i) the five (5)-day VWAP per share; determined as of the end of trading on the last trading day before the date of issuance of Tranche 2; or (ii) the Next Round Price. We

accounted for the Tranche 2 warrants at inception of the 2021 Avenue Loan in accordance with ASC 815 and the fair value and issuable shares will be remeasured at each reporting period (see Note 10). Avenue also has the right, in its discretion, but not the obligation, at any time from time to time from the first through the third-year anniversary of the agreement, while the loan is outstanding, to convert an amount of up to $5.0 million of the principal amount of the outstanding loan into Common Stock (the “Conversion Feature”) at a price per share equal to 120% of the stock purchase price set forth in the warrant. The Conversion Feature is subject to (i) the closing price of our Common Stock for each of the seven consecutive trading days immediately preceding the conversion being greater than or equal to the conversion price and (ii) the Common Stock issued in connection with any such conversion not exceeding 20% of the total trading volume of our Common Stock for the twenty-two consecutive trading days immediately prior to and including the effective date of such conversion.

Under the 2021 Avenue Loan, we agreed to affirmative and negative covenants to which we will remain subject upon maturity in the absence of prepayments. These covenants include providing information about our Company and operations; limitation on our ability to retire, repurchase, or redeem our Common Stock, options, and warrants other than per the terms of the securities; and limitations on our ability to pay dividends of cash or property. The financial covenant associated with the loan agreement includes maintaining minimum unrestricted cash and cash equivalents of at least $5.0 million; provided that upon our (i) achievement of Performance Milestone 1, and (ii) receiving of net proceeds of at least $30.0 million from the sale and issuance of our equity securities (including any PIPE or follow-on offering), we shall no longer be subject to financial covenants. We are not in violation of the covenants. The agreement provides for events of default customary for loans of this type, including but not limited to non-payment, breaches, the occurrence of a material adverse change, or defaults in the performance of covenants, insolvency, and bankruptcy. The 2021 Avenue Loan is collateralized by substantially all of our assets other than intellectual property, including our capital stock and the capital stock of our subsidiaries, in which Avenue is granted a continuing security interest. The net proceeds from the issuance of the loan were initially allocated to the warrant at an amount equal to their fair value of $1.5 million and the remainder to the loan. The allocation of incurred financing costs of $0.5 million, which together with the fair value of the warrant and the final payment, are recorded as a debt discount and debt premium, respectively, and are being amortized over the contractual term using the effective interest method. During the year ended December 31, 2021, we recorded interest expense of $1.4 million.

Below is a schedule of future payments, net of unamortized debt discounts, if Avenue does not convert up to $5.0 million of the loan into Common Stock between May 21, 2022 through May 21, 2024:


(in thousands)	As of December 31, 2021
2022	$	—
2023		6,667
2024		13,333
2025		—
2026		—
Thereafter		—
Subtotal of future principal payments		20,000
Less unamortized debt discount associated with issuance date warrant fair value and financing costs		(1,654	)
Total	$	18,346

- Definition

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

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Preferred Stock Warrant Liability

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Preferred Stock Warrant Liability

9. Preferred Stock Warrant Liability

Prior to the Reverse Recapitalization, in 2013, we issued Series A Preferred Stock Warrants, and ten-year warrants to purchase units of our most senior equity equal to 0.25% of our fully diluted equity at the time of exercise. The warrants expire ten years from issuance and are exercisable at a fixed exercise price of $1.97.

Prior to the Reverse Recapitalization, we classified the preferred stock warrants as liabilities on the consolidated balance sheets because the warrants are freestanding financial instruments that may have required us to transfer assets upon exercise. The preferred stock warrant liabilities were initially recorded at fair value and were subsequently remeasured to fair value as a component of other income (expense), net, in the consolidated statements of operations and comprehensive loss (see Note 16). Upon the closing of the Reverse Recapitalization, all outstanding Clene Nanomedicine preferred stock was converted into Common Stock and the preferred stock warrants were converted to warrants to purchase Common Stock (see Note 10, footnote 4). Upon conversion, we assessed the features of the preferred stock warrant liabilities and determined they qualified for classification as permanent equity. Accordingly, we remeasured the preferred stock warrant liabilities to fair value upon the close of the Reverse Recapitalization and reclassified them to additional paid-in capital and recognized a loss of $14.6 million for the year ended December 31, 2020, within other income, (expense), net, on the consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, we do not have any preferred stock warrant liabilities.

Common Stock Warrants

12 Months Ended

Dec. 31, 2021

Common Stock Warrants Disclosure [Abstract]

Common Stock Warrants

10. Common Stock Warrants

As of December 31, 2021, outstanding warrants to purchase shares of Common Stock were as follows:


Date Exercisable	Number of Shares Issuable			Exercise Price		Exercisable for	Classification	Expiration
December 2020		2,407,500	(1)	$	11.50	Common Stock	Equity	December 2025
December 2020		24,583	(2)	$	11.50	Common Stock	Equity	December 2025
December 2020		1,929,111	(3)	$	1.97	Common Stock	Equity	April 2023
May 2021		115,851	(4)(5)	$	8.63	Common Stock	Liability	May 2026
Total		4,477,045

As of December 31, 2020, outstanding warrants to purchase shares of Common Stock were as follows:


Date Exercisable	Number of Shares Issuable			Exercise Price		Exercisable for	Classification	Expiration
June 2021		1,119,750	(6)	$	0.01	Common Stock	Equity	December 2021
December 2020		2,407,500	(1)	$	11.50	Common Stock	Equity	December 2025
December 2020		110,000	(2)	$	11.50	Common Stock	Equity	December 2025
December 2020		1,929,111	(3)	$	1.97	Common Stock	Equity	April 2023
Total		5,566,361

(1)

Consists of 2,407,500 shares of Common Stock underlying warrants to purchase one-half of one share of Common Stock, issued in connection with Tottenham’s initial public offering. We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant if, and only if, the last sales price of our Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption. As of December 31, 2021 and 2020, none of the warrants had been exercised.

(2)

Consisted of 110,000 shares of Common Stock underlying warrants to purchase one-half of one share of Common Stock, issued as part of the Chardan Unit Purchase Option (see Note 3). In July 2021, the Chardan Unit Purchase Option was net exercised, resulting in the issuance of 54,083 shares of Common Stock and warrants to purchase one-half of one share of Common Stock, or 24,583 shares of Common Stock. As of December 31, 2021, none of the warrants had been exercised, and as of December 31, 2020, the Chardan Unit Purchase Option had not been exercised.

(3)

Consists of 1,929,111 shares of Common Stock underlying warrants to purchase one share of Common Stock, issued by Clene Nanomedicine as Series A preferred stock and senior equity Warrants (see Note 9). As of December 31, 2021 and 2020, none of the warrants had been exercised.

(4)

Consists of 115,851 shares of Common Stock underlying warrants to purchase one share of Common Stock, issued in connection with the 2021 Avenue Loan at an exercise price equal to $8.63. As of December 31, 2021, none of the warrants had been exercised.

(5)

An estimated 145,740 shares of Common Stock underlying warrants to purchase one share of Common Stock are issuable pursuant to the potential draw of Tranche 2 of the 2021 Avenue Loan (see Note 8). In accordance with ASC 815, we recognized these warrants at the inception of the 2021 Avenue Loan and classified them as common stock warrant liability and the fair value and issuable shares will be remeasured at each reporting period (see Note 16). As of December 31, 2021, the warrants are not issued or outstanding.

(6)

Consisted of 1,119,750 shares of Common Stock underlying warrants to purchase one-half of one share, issued in connection with the 2020 PIPE. As of December 31, 2021, all outstanding warrants had been exercised into 1,119,750 shares of Common Stock. As of December 31, 2020, none of the warrants had been exercised.

Convertible Notes

12 Months Ended

Dec. 31, 2021

Convertible Notes Disclosure [Abstract]

Convertible Notes

11. Convertible Notes

2020 Convertible Notes

In February through July 2020, we issued convertible promissory notes (the “2020 Convertible Notes”) in an aggregate principal amount of $6.1 million, bearing interest at an annual rate of 5%. The 2020 Convertible Notes were convertible at the earlier of (i) one year, into Series C preferred stock at the Series C preferred stock price, or (ii) our next equity financing of at least $10.0 million, into shares issued in the next equity financing at 90% of the next equity financing price. The 2020 Convertible Notes contained embedded features that provided the lenders with multiple settlement alternatives (the “Redemption Features”). The Redemption Features met the requirements to be bifurcated and accounted for as a derivative instrument (the “2020 Derivative Instrument”). Accordingly, the 2020

Derivative Instrument of $0.7 million was recorded at fair value at inception as a redeemable convertible preferred stock derivative liability in the consolidated balance sheets (see Note 12).

In August 2020, in connection with our issuance and sale of Series D preferred stock, the outstanding principal and accrued interest under the 2020 Convertible Notes, totaling $6.9 million, was converted into 1,497,135 shares of Series D preferred stock at a price equal to 90% of $4.60 per share, the Series D preferred stock price paid by cash investors.

In December 2020, upon consummation of the Reverse Recapitalization (see Note 3), all outstanding Series D preferred stock was converted to Common Stock. We accounted for the conversion of the 2020 Convertible Notes as a debt extinguishment and recognized a loss of $0.5 million within other income (expense), net, in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. The loss on extinguishment was calculated as the difference between (i) the fair value of Series D preferred stock issued to settle the 2020 Convertible Notes of $6.9 million, less (ii) the fair value of the Derivative Instrument as of the date of extinguishment of $0.7 million and (iii) the carrying value of $5.7 million, which included (a) principal of $6.1 million, and (b) accrued and unpaid interest of $0.1 million, less (c) the unamortized debt discount of $0.5 million.

We recognized interest expense of $0.3 million and amortization of debt discount of $0.2 million during the year ended December 31, 2020.

Convertible Notes Payable

In May 2021, in connection with the 2021 Avenue Loan, we issued the Conversion Feature to Avenue (see Note 8). The Conversion Feature is subject certain conversion criteria related to our stock price and trading volume. The Conversion Feature did not meet the requirements for separate accounting and is not accounted for as a derivative instrument. As of December 31, 2021, the number of shares of Common Stock potentially issuable upon conversion was 482,703.

We classified $5.0 million of the 2021 Avenue Loan as convertible notes payable in the consolidated balance sheets as of December 31, 2021, with unamortized debt discount and issuance costs of $0.4 million. During the year ended December 31, 2021, we recognized (i) total interest expense of $0.4 million; (ii) coupon interest expense of $0.3 million; and (iii) amortization of debt discount and issuance costs of $0.1 million. The effective interest rate was 15.46% during the year ended December 31, 2021.

Derivative Instruments

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

12. Derivative Instruments

Redemption Features of the 2020 Convertible Notes

The Redemption Features of the 2020 Convertible Notes contained embedded features providing the lenders with multiple settlement alternatives, including (i) a right to a fixed number of our shares upon conversion of the notes, or (ii) a right to receive cash or a variable number of shares upon the completion of a capital raising transaction, change of control, or default. The Redemption Features met the requirements to be bifurcated and accounted for as a derivative instrument. The 2020 Derivative Instrument was recorded at fair value of $0.7 million at issuance. In August 2020, the 2020 Convertible Notes were converted into shares of Series D preferred stock and the derivative liability was extinguished (see Note 11). Prior to extinguishment, the 2020 Derivative Instrument was marked to fair value and we recorded the change in fair value of $29,000 in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020.

Contingent Earn-Out Shares

The Contingent Earn-out shares met the requirements for separate accounting as derivative instruments. Upon the consummation of the Reverse Recapitalization, we recorded (i) the fair value of the Clene Nanomedicine Contingent Earn-out of $64.7 million as a liability and within accumulated deficit on the consolidated balance sheets, as it was considered a deemed distribution; and (ii) the fair value of the Initial Stockholders Contingent Earn-out of $7.4 million as a liability and within additional paid-in capital on the consolidated balance sheets.

As of December 31, 2021 and 2020, the fair value of the Clene Nanomedicine Contingent Earn-out was $18.1 million and $52.1 million, respectively. We recognized gains due to changes in fair value of the Clene Nanomedicine Contingent Earn-out of $34.0 million and $12.7 million during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021 and 2020, the fair value of the Initial Stockholders Contingent Earn-out was $2.3 million and $5.9 million, respectively. We recognized gains due to changes in fair value of the Initial Stockholders Contingent Earn-out of $3.6 million and $1.5 million during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, we did not achieve Milestone 3 and the 2,503,851 Milestone 3 Contingent Earn-out shares were cancelled (see Note 3).

Avenue Warrant

The Avenue Warrant issued pursuant to Tranche 1 of the 2021 Avenue Loan and the warrant issuable pursuant to the potential draw of Tranche 2 (see Note 8) met the requirements for separate accounting as derivative instruments. Upon the issuance of the Avenue Warrant, we recognized the common stock warrant liability as a debt discount based on its fair value of $1.5 million. We recognized a change in fair value of the common stock warrant liability of $1.0 million during the year ended December 31, 2021.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

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.

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 pending legal matters or claims.

As of December 31, 2021, we had commitments under various agreements for capital expenditures totaling $0.6 million related to the construction of our manufacturing facilities.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

We have not recorded income tax benefits for the net operating losses incurred during the years ended December 31, 2021 and 2020 or for research and development tax credits or other deferred tax assets due to uncertainty of realizing benefits from these items.

The components of income (loss) before income taxes for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
United States	$	(6,269	)	$	(18,985	)
Foreign		(3,899	)		114
Loss before provision for income taxes	$	(10,168	)	$	(18,871	)

Income tax expense (benefit) for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Current tax expense (benefit):
Federal	$	—		$	—
State		—			—
Foreign		(146	)		146
Total current tax expense (benefit)		(146	)		146

Deferred tax expense (benefit):
Federal		—			—
State		—			—
Foreign		(282	)		260
Total deferred tax expense (benefit)		(282	)		260
Total income tax expense (benefit)	$	(428	)	$	406

A reconciliation of income tax computed at the U.S. federal statutory rate of 21% to expense for income taxes for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Income tax expense (benefit) at federal statutory rate	$	(2,135	)	$	(3,963	)
State income taxes (net of federal benefit)		(1,690	)		(917	)
Change in fair value of common stock warrant liability		(206	)		3,069
Change in fair value of contingent earn-outs		(7,884	)		(2,966	)
Research and development tax credits		(640	)		(425	)
Stock compensation		(462	)		147
Foreign rate differential		(157	)		7
Other		625			88
Change in valuation allowance		12,121			5,366
Income tax expense (benefit)	$	(428	)	$	406

Our effective tax rate was 4.21% and (2.15)% during the years ended December 31, 2021 and 2020, respectively. Significant components of deferred tax assets (liabilities) as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021			2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	26,898		$	17,958
Depreciation and amortization		1,478			1,810
Research and development credits		2,594			1,682
Lease liability		1,158			520
Right-of-use asset		(798	)		(270	)
Accrued interest		—			160
Non-qualified stock options and restricted stock awards		2,815			146
Accrued compensation		74			115
Other		19			(260	)
Total deferred tax assets (liabilities)		34,238			21,861
Less: valuation allowance		(34,238	)		(22,121	)
Net deferred tax assets (liabilities)	$	—		$	(260	)

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 $110.1 million and $77.1 million as of December 31, 2021, respectively that, subject to limitation, may be available in future tax years to offset taxable income. Of the available federal NOLs, approximately $76.7 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 $64.2 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 have approximately $2.6 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, 2021 and 2020. 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, 2021 and 2020.

We are subject to taxation in the United States, Australia, Netherlands, and various state jurisdictions. Our tax returns from 2014 to present are subject to examination by the United States and state authorities due to the carry forward of unutilized net operating losses and research and development credits. There are currently no pending examinations.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Benefit Plans

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Benefit Plans

15. Benefit Plans

401(k) Plan

Our 401(k) plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) plan, participating U.S. employees may defer a portion of their pretax earnings, up to the U.S. Internal Revenue Service annual contribution limit. We match 100% of a participating employee’s deferral contributions up to 3% of annual compensation, limited to $4,500 of matching contributions. We contributed $0.2 million and $0.1 million to the 401(k) plan during the years ended December 31, 2021 and 2020, respectively.

2020 Stock Plan

In December 2020, in connection with the Reverse Recapitalization, the Board approved the 2020 Stock Plan and reserved 12,000,000 shares of Common Stock for issuance thereunder, all of which may be issued pursuant to incentive stock options or any other type of award under the 2020 Stock Plan. Selected employees, officers, directors, and consultants are eligible to participate in the 2020 Stock Plan. The purpose of the 2020 Stock Plan is to enable us to offer competitive equity compensation packages in order to attract and retain talent, and align the interests of management with those of stockholders.

The 2020 Stock Plan is administered by the Board. The exercise prices, vesting periods, and other restrictions are determined at the discretion of the Board, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Common Stock on the date of grant. Stock options expire ten years after the grant date, unless the Board sets a shorter term. Stock options granted to employees, officers, directors, and consultants generally vest over a four-year period. If an option or award granted under the 2020 Stock Plan expires, or is terminated, forfeited, repurchased, or cancelled, the unissued shares subject to that option or award shall again be available under the 2020 Stock Plan.

As of December 31, 2021, the Board granted 4,940,546 stock options and rights to restricted stock awards under the 2020 Stock Plan, and 7,059,454 shares remained available for future grant. As of December 31, 2020, the Board granted rights to 1,507,062 restricted stock awards under the 2020 Stock Plan.

2014 Stock Plan

Following the closing of the Reverse Recapitalization, the 2014 Stock Plan is administered by the Board. Stock options granted under the 2014 Stock Plan expire ten years after the grant date. Stock options and restricted stock awards granted to employees, officers, directors, and consultants generally vest over a four-year period.

As a result of the Reverse Recapitalization, 53,286,115 Clene Nanomedicine stock options outstanding under the 2014 Stock Plan were converted into 7,032,591 Clene Inc. stock options based on the Exchange Ratio (see Note 3). This exchange was treated as a modification of the awards. The modification did not result in material incremental stock-based compensation expense to be recognized at the closing of the Reverse Recapitalization. Effective as of the closing of the Reverse Recapitalization, no additional awards may be granted under the 2014 Stock Plan and as a result, if any option or award granted under the 2014 Stock Plan expires, or is terminated, forfeited, repurchased, cancelled, or tendered by a participant to us to exercise an award, the unissued shares subject to that option or award will not be available for future awards.

Stock-Based Compensation Expense

Stock-based compensation expense recorded in research and development expense and general and administrative expense for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021		2020
General and administrative	$	7,553	$	281
Research and development		4,831		480
Total stock-based compensation	$	12,384	$	761

Stock Options

Outstanding stock options and related activity for the year ended December 31, 2021 was as follows:


(in thousands, except share, per share, and term data)	Number of Options			Weighted Average Exercise Price Per Share		Weighted Average Remaining Term (Years)		Intrinsic Value
Outstanding - December 31, 2020		7,032,591			0.97		5.34		62,462
Granted		3,881,122			7.54		9.52		—
Exercised		(427,444	)		1.04		—		1,310
Forfeited		(91,242	)		8.45		—		—
Outstanding - December 31, 2021		10,395,027		$	3.35		6.32	$	21,082

Vested and exercisable - December 31, 2021		6,238,796		$	1.09		4.35	$	20,254

Vested, exercisable and expected to vest - December 31, 2021		10,395,027		$	3.35		6.32	$	21,082

Stock-based compensation expense associated with stock options totaled $4.9 million and $0.8 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, we had approximately $18.3 million and $2.4 million, respectively, of unrecognized stock-based compensation costs related to non-vested stock options which is expected to be recognized over a weighted-average period of 3.05 years and 2.04 years, respectively.

Prior to the Reverse Recapitalization, the exercise price of stock options was based on the fair market value of Clene Nanomedicine common stock on the grant date as determined by the board of directors of Clene Nanomedicine, with input from management. The board of directors of Clene Nanomedicine determined the fair value by considering a number of objective and subjective factors, including third-party 409A valuation reports, valuations of comparable companies, sales of redeemable convertible preferred stock, sales of common stock to non-affiliated third parties, operating and financial performance, the lack of liquidity of our common stock, and general and industry-specific economic outlook.

Subsequent to the Reverse Recapitalization, stock options are valued using a Black-Scholes option-pricing model. Due to the limited trading history of our Common Stock, the expected volatility is derived from the average historical stock volatilities of several unrelated comparable public companies within our industry, over a period equivalent to the expected term of the stock option grants. The risk-free interest rate for periods within the contractual life of the stock options is based on the U.S. Treasury yield curve in effect on the grant date. The expected dividend is assumed to be zero as we have never paid a dividend and have no plans to do so. The expected term represents the period the stock options are expected to be outstanding. For stock options that are considered to be in the ordinary course, we determine the expected term using the simplified method, which considers the term to be the average of the time-to-vesting and the contractual life of the stock options. For other stock option grants, we estimate the expected term using historical data on employee exercises and post-vesting employment termination behavior, while also considering the contractual life of the award.

During the year ended December 31, 2021, the assumptions used to calculate the fair value of stock options granted were as follows:


	2021	2020
Expected stock price volatility	87.40% – 91.51%	75.00% – 119.30%
Risk-free interest rate	0.72% – 1.34%	0.39% – 0.53%
Expected dividend yield	0.00%	0.00%
Expected term of options	6.00 years	6.00 years

The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2021 was $5.49.

Restricted Stock Awards

In connection with the Reverse Recapitalization, we granted rights to the following restricted stock awards:

•

370,101 shares to various employees and non-employee directors, which vest on various dates between June 30, 2021 and July 15, 2022, subject to the employee’s continuous employment through such vesting date. The award represents 5% of the converted stock options under the 2014 Stock Plan as a result of the Reverse Recapitalization and complements the 5% closing payment shares held in escrow for Clene Nanomedicine common stockholders (see Note 3). The grant-date fair

value of these awards was $4.0 million based on the closing price of CLNN shares listed on Nasdaq of $10.82 per share on December 30, 2020. As of December 31, 2021 and 2020, there were 224,109 and 0 shares, respectively, of Common Stock issued upon the vesting of these awards.

•

454,781 shares to various employees and non-employee directors, which are eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 1 earn-out share entitlement of Clene Nanomedicine stockholders and vests based on the same market condition (see Note 3). The grant-date fair value of these awards, using a Monte Carlo valuation model, was $4.3 million. Based on the outcome of the market condition as of the December 31, 2021 and 2020 measurement dates, no shares were vested.

•

341,090 shares to various employees and non-employee directors, which are eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 2 earn-out share entitlement of Clene Nanomedicine stockholders and vests based on the same market condition (see Note 3). The grant-date fair value of these awards, using a Monte Carlo valuation model, was $3.5 million. Based on the outcome of the market condition as of the December 31, 2021 and 2020 measurement dates, no shares were vested.

•

341,090 shares to various employees and non-employee directors, which were eligible to vest based on certain performance conditions tied to the completion of our COVID-19 clinical trial. The award complemented the Milestone 3 earn-out share entitlement of Clene Nanomedicine stockholders and vested based on the same performance condition (see Note 3). The grant-date fair value of these awards was $3.7 million, based on the closing price of CLNN shares listed on Nasdaq of $10.82 per share on December 30, 2020. We did not recognize compensation expense because the occurrence of achieving this milestone was not probable, and as of December 31, 2021, the performance condition was not achieved and the award was forfeited.

Outstanding rights to restricted stock awards and related activity for the year ended December 31, 2021 was as follows:


	Number of Restricted Stock Awards			Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2020		1,507,062		$	10.30
Converted to shares of Common Stock upon vesting		(224,109	)		10.82
Forfeited		(366,350	)		10.75
Unvested balance as of December 31, 2021		916,603		$	10.00

Stock-based compensation expense associated with the rights to restricted stock awards totaled $7.4 million and $0 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was no unrecognized compensation cost related to unvested rights to restricted stock awards, and as of December 31, 2020, total unrecognized stock-based compensation cost related to unvested rights to restricted stock awards was $15.5 million, which was expected to be recognized over a weighted average period of 6 months.

Fair Value

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value

16. Fair Value

Cash is 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. The 2019 MD Loan, the 2019 Cecil Loan, the derivative instruments associated with the 2021 Avenue Loan, and the derivative instruments associated with the Contingent Earn-outs are carried at fair value. The 2021 Avenue Loan, related convertible notes payable, and Conversion Feature are carried at amortized cost, which approximate fair value due to our credit risk and market interest rates.

Liabilities with Fair Value Measurements on a Recurring Basis

The fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021 is as follows:


	2021
	Level 1		Level 2		Level 3		Total
Notes payable	$	736	$	—	$	—	$	736
Common stock warrant liability		—		—		474	$	474
Clene Nanomedicine contingent earn-out		—		—		18,100	$	18,100
Initial Stockholders contingent earn-out		—		—		2,317	$	2,317

The fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2020 is as follows:


	2020
	Level 1		Level 2		Level 3		Total
Notes payable	$	1,296	$	—	$	—	$	1,296
Clene Nanomedicine contingent earn-out		—		—		52,053	$	52,053
Initial Stockholders contingent earn-out		—		—		5,906	$	5,906

There were no transfers between Level 1, Level 2, or Level 3 during the year ended December 31, 2021. During the year ended December 31, 2020, notes payable was transferred from Level 3 to Level 1, as subsequent to the Reverse Recapitalization, the fair value of notes payable was determined based on the Common Stock price as reported by Nasdaq.

Valuation of Notes Payable and Convertible Notes Payable

The carrying value of notes payable and convertible notes payable includes certain notes carried at amortized cost, and certain notes remeasured at fair value on a recurring basis in the consolidated balance sheets as of December 31, 2021 and 2020. In order to value the notes, we considered the amount of simple interest expense that would be due and the value of our Common Stock.

As of December 31, 2021 and 2020, the fair value of the 2019 MD Loan and the 2019 Cecil Loan was determined based on the closing price of our Common Stock of $4.10 and $9.01, respectively, as reported by Nasdaq.

As of December 31, 2021, the amortized cost of the 2021 Avenue Loan was $18.3 million, which includes the notes payable, carried at $13.7 million; and the convertible notes payable and embedded Conversion Feature, carried at $4.6 million. The valuation of the Conversion Feature is discussed below. The 2021 Avenue Loan was not outstanding as of December 31, 2020.

Valuation of Conversion Feature

The Conversion Feature of the convertible notes payable from the 2021 Avenue Loan is carried at amortized cost and did not meet the requirements for separate accounting and is not accounted for as a derivative instrument. As of December 31, 2021, the estimated fair value of the Conversion Feature was $0.8 million and was determined using a Black-Scholes option-pricing model. The Conversion Feature was not outstanding as of December 31, 2020. The unobservable inputs to the Black Scholes valuation model as of December 31, 2021 were as follows:


	2021
Expected stock price volatility		105.00	%
Risk-free interest rate		0.70	%
Expected dividend yield		0.00	%
Expected term	2.39 years

Valuation of Warrants to Purchase Preferred Stock

Our preferred stock warrant liabilities contained unobservable inputs that reflected our own assumptions. Accordingly, the preferred stock warrant liabilities were measured at fair value on a recurring basis using unobservable inputs. Prior to the extinguishment of the preferred stock warrant liabilities on December 30, 2020, the preferred stock warrant liability was valued using a Black-Scholes option-pricing model.

The board of directors of Clene Nanomedicine determined the fair value of the preferred stock by considering a number of objective and subjective factors, including third-party valuations, valuations of comparable companies, sales of redeemable convertible preferred stock, sales of common stock to unrelated third parties, operating and financial performance, the lack of liquidity of our capital stock, and general and industry-specific economic outlook. We estimated the volatility of our preferred stock based on comparable peer

companies’ historical volatility. The risk-free interest rate for periods within the contractual life of the warrants was based on the U.S. Treasury yield curve in effect at the valuation date. We had no plans to declare any future dividends. The determination of the fair value of the preferred stock warrant liability could change in future periods based upon changes in the value of our preferred stock and other assumptions as presented above. We recorded any such change in fair value to the change in fair value of preferred stock warrant liability expense line in the consolidated statements of operations and comprehensive loss.

Upon the closing of the Reverse Recapitalization (see Note 3), all outstanding Clene Nanomedicine preferred stock was converted to Common Stock and the Clene Nanomedicine preferred stock warrants were converted to warrants for the purchase of Common Stock. Accordingly, the preferred stock warrant liabilities were extinguished in connection with the conversion of Clene Nanomedicine preferred stock on December 30, 2020 (see Note 9).

Valuation of the Common Stock Warrant Liability

Pursuant to Tranche 1 of the 2021 Avenue Loan, we issued the Avenue Warrant to purchase 115,851 shares of Common Stock. In accordance with ASC 815, we recognized an additional warrant to purchase an estimated 145,740 shares of Common Stock that will be issued pursuant to the potential draw of Tranche 2 (see Note 10). The warrants were recorded at fair value at the closing of the 2021 Avenue Loan and the fair value and number of issuable shares are remeasured at each reporting period.

The estimated fair value of the common stock warrant liability was determined using a Black-Scholes option-pricing model. The carrying amount of the liability may fluctuate significantly and actual amounts may be materially different from the liabilities’ estimated value. The common stock warrant liability was not outstanding as of December 31, 2020. The unobservable inputs to the Black-Scholes option-pricing model as of December 31, 2021 were as follows:


	2021
Expected stock price volatility		105.00	%
Risk-free interest rate		1.20	%
Expected dividend yield		0.00	%
Expected term	3.89 – 4.39 years

Valuation of the Contingent Earn-Outs

Upon the consummation of the Reverse Recapitalization and as of December 31, 2020, Clene Nanomedicine’s common stockholders and the Initial Stockholders were entitled to receive up to 9,096,185 shares of Common Stock upon our achievement of certain milestones (see Note 3). As of December 31, 2021, Clene Nanomedicine’s common stockholders and the Initial Stockholders were entitled to receive up to 6,592,334 shares of Common Stock. The Contingent Earn-outs were recorded at fair value at the closing of the Reverse Recapitalization and are remeasured at each reporting period.

The estimated fair value of the Contingent Earn-outs is determined using a Monte Carlo valuation model in order to simulate the future path of our stock price over the earn-out periods. The carrying amount of the liabilities may fluctuate significantly and actual amounts paid may be materially different from the liabilities’ estimated value. The unobservable inputs to the Monte Carlo valuation model as of December 31, 2021 and 2020, were as follows:


	2021			2020
Expected stock price volatility		105.00	%		85.00	%
Risk-free interest rate		1.10	%		0.40	%
Expected dividend yield		0.00	%		0.00	%
Expected term	4.00 years			5.00 years

Changes in the fair value of our financial liabilities for the years ended December 31, 2021 and 2020 were as follows:


(in thousands)	Notes Payable			Derivative Instrument			Preferred Stock Warrant Liability			Common Stock Warrant Liability			Clene Nanomedicine Contingent Earn-out			Initial Stockholders Contingent Earn-out
Balance - December 31, 2019	$	640		$	—		$	3,213		$	—		$	—		$	—
Issuance of convertible promissory notes		—			705			—			705			—			—
Initial fair value of instrument		—			—			—			—			64,712			7,371
Change in fair value		656			(29	)		14,615			(29	)		(12,659	)		(1,465	)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock		—			—			(17,828	)		—			—			—
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)		—			(676	)		—			(676	)		—			—
Balance - December 31, 2020	$	1,296		$	—		$	—		$	—		$	52,053		$	5,906
Initial fair value of instrument		—			—			—			1,457			—			—
Change in fair value		(560	)		—			—			(983	)		(33,953	)		(3,589	)
Balance - December 31, 2021	$	736		$	—		$	—		$	474		$	18,100		$	2,317

- Definition

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

+ References + Details

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Redeemable Convertible Preferred Stock Disclosure [Abstract]

Redeemable Convertible Preferred Stock

17. Redeemable Convertible Preferred Stock

Prior to the Reverse Recapitalization, we issued Series A, B, C, and D preferred stock to various investors. Preferred stock was convertible into Clene Nanomedicine common stock at the option of the holder at the conversion price. We evaluated the preferred stock and concluded that it did not meet the criteria for being classified as a liability. However, we determined the preferred stock should be classified as temporary equity, as we might be required to redeem the outstanding preferred stock in cash. We concluded that a redemption event was not probable, accordingly, the value of preferred stock was not adjusted to its redemption amount.

In connection with the closing of the Reverse Recapitalization, the preferred stock was converted into 36,893,894 shares of Common Stock based on the Exchange Ratio (see Note 3). As of December 31, 2021 and 2020, there was no redeemable convertible preferred stock outstanding.

Common Stock

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

Common Stock

18. Common Stock

As of December 31, 2021 and 2020, our certificate of incorporation, as amended and restated, authorized us to issue 150,000,000 and 100,000,000 shares of Common Stock, respectively, par value $0.0001 per share, and 1,000,000 shares of Preferred Stock, par value $0.0001 per share. At our 2021 Annual Meeting of Stockholders on May 18, 2021, our stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 100,000,000 to 150,000,000 shares.

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 Shares have been paid or set aside for payment to the holders of Preferred Stock. Common Stock is not redeemable at the option of the holder.

Upon consummation of the Reverse Recapitalization, the total outstanding 2,303,495 Tottenham common stock was converted into the same number of Common Stock, and 644,164 shares of Common Stock were issued to LifeSci as financial advisor to the Reverse Recapitalization (see Note 3).

Prior to the completion of the Reverse Recapitalization, we entered into subscription agreements with various investors in December 2020 for the sale and issuance of 2,239,500 shares of Common Stock at $10.00 per share, generating net proceeds of $22.2 million. In addition, investors in the 2020 PIPE also received warrants to purchase a number of shares equal to one-half of the number of 2020 PIPE shares, totaling 1,119,750 shares of Common Stock, at $0.01 per share and subject to a 180-day holding period (see Note 10). Between July 1, 2021 and December 20, 2021, the PIPE Warrants were exercised in full for 1,119,750 shares of Common Stock. We received cash proceeds of $11,198.

In May 2021, we entered into subscription agreements with various investors in the 2021 PIPE for the sale and issuance of 960,540 shares of Common Stock at a price of $9.63 per share, generating net proceeds of $9.3 million. The closing of the 2021 PIPE occurred substantially concurrently with, and was conditioned upon, the closing of the 2021 Avenue Loan (see Note 8).

In July 2021, Chardan exercised the Chardan Unit Purchase Option for 220,000 units, each unit consisting of one and one-tenth shares of Common Stock and one warrant to purchase one-half of one share of Common Stock at an exercise price of $11.50 per share. Chardan elected to perform a cashless or net exercise, which resulted in a net issuance of 54,083 shares of Common Stock and 49,166 warrants to purchase one-half of one share of Common Stock at $11.50 per share. We received no cash proceeds. As of December 31, 2021, none of the warrants had been exercised, and as of December 31, 2020, the Chardan Unit Purchase Option had not been exercised.

As of December 31, 2021 and 2020, our common shares issued and outstanding were 62,312,097 and 59,526,171, respectively. As of December 31, 2021 and 2020, there were no preferred shares issued or outstanding.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Net Loss Per Share Attributable to Common Shareholders

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share Attributable to Common Shareholders

19. Net Loss Per Share Attributable to Common Stockholders

The computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2021 and 2020 was as follows:


(in thousands, except share and per share data)	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(9,740	)	$	(19,277	)
Denominator:
Weighted average shares outstanding		61,558,455			17,503,992
Net loss per share attributable to common stockholders, basic and diluted	$	(0.16	)	$	(1.10	)

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, 2021 and 2020 because including them would have been antidilutive, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period, or they were out-of-the money:


	2021		2020
Convertible stock warrants (See Note 11)		482,703		—
Common stock warrants (see Note 10)		4,477,045		4,446,613
Options to purchase common stock		10,395,027		7,032,591
Unvested restricted stock awards		916,603		—
Unit purchase option to purchase common stock (see Note 1)		—		242,000
Earn-out shares (see Note 3 and 12)		6,592,334		9,096,185
Total		22,863,712		20,817,389

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

20. Related Party Transactions

License and Supply Agreements

In August 2018, we entered into a supply agreement with 4Life in conjunction with 4Life’s investment in our Series C preferred stock and warrants. Pursuant to the supply agreement, we granted 4Life an exclusive license to develop dietary supplements using certain of our intellectual property. The term of the exclusive license is five years from the commencement of product sales under the supply agreement, with a deemed commencement date of January 1, 2023 if sales have not commenced by that date, with options to renew for additional five-year terms. We provide non-pharmaceutical product to 4Life for development, and 4Life pays royalties of 3% of incremental sales, as defined in the agreement. 4Life is subject to an annual minimum sales requirement under the supply agreement. If the minimum sales are unmet, 4Life may pay us an additional fee to maintain exclusivity or have the license converted to non-exclusive.

During the years ended December 31, 2021 and 2020, we sold product under the supply agreement totaling $0.5 million and $0.1 million, respectively, and product not under the supply agreement totaling $0.1 million and $0.1 million, respectively. As of December 31, 2021 and 2020, we received advance payments of $0 and $0.1 million, respectively, which we recorded as deferred revenue to be applied against future sales. During the years ended December 31, 2021 and 2020, we received royalty revenue of $0.2 million and $30,000, respectively.

Geographic and Segment Information

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Geographic and Segment Information

21. Geographic and Segment Information

Geographic Information

Long-lived assets, which were composed of property and equipment, net by location, as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
United States	$	5,142	$	3,997
Australia		30		228
Total property and equipment, net	$	5,172	$	4,225

Segment Information

Our operating segment profit measure is segment loss from operations, which is calculated as revenue less cost of revenue, research and development, and general and administrative expenses. Profit and loss information by reportable segment for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Drugs:
Revenue from external customers	$	—		$	—
Depreciation expense		(910	)		(955	)
Stock compensation expense		(12,384	)		(761	)
Loss from operations		(50,183	)		(20,355	)
Supplements:
Revenue from external customers	$	723		$	206
Depreciation expense		(45	)		(7	)
Stock compensation expense		—			—
Income (loss) from operations		205			141
Consolidated:
Revenue from external customers	$	723		$	206
Depreciation expense		(955	)		(963	)
Stock compensation expense		(12,384	)		(761	)
Loss from operations		(49,978	)		(20,214	)

A reconciliation of the total of the reportable segments’ loss from operations to consolidated net loss before income taxes for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Segment loss from operations	$	(49,978	)	$	(20,214	)
Total other income (expense), net		39,810			1,343
Net loss before income taxes	$	(10,168	)	$	(18,871	)

Segment assets exclude corporate assets, such as cash, restricted cash, and corporate facilities. Total assets by reportable segment as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Total assets:
Drugs	$	12,052	$	8,066
Supplements		337		504
Corporate		50,674		59,673
Consolidated	$	63,063	$	68,243

Additions to long-lived assets for the years ended December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Drugs	$	1,332	$	387
Supplements		—		—
Corporate		—		—
Consolidated	$	1,332	$	387

- Definition

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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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

22. Subsequent Events

On August 10, 2021, we entered into an operating lease for laboratory space that replaced a previous operating lease for the same facility. The commencement of the lease and the termination of the previous lease was effective as of February 1, 2022.

On February 11, 2022, we entered into an amendment of the Avenue Loan which extended our ability to draw $10 million under Tranche 2 from June 30, 2022 to December 31, 2022.

Accounting Policies, by Policy (Policies)	12 Months Ended
Accounting Policies, by Policy (Policies)	Dec. 31, 2021
Accounting Policies [Abstract]
Basis Of Presentation	Basis of Presentation We have prepared the accompanying consolidated financial statements in accordance with 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. Prior period balances for accounts receivable have been reclassified to conform to the current year presentation.
Use of Estimates	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	Risks and Uncertainties 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. 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 or results of operations: ability to obtain additional financing; regulatory approval and market acceptance of, and reimbursement for, product candidates; performance of third-party CROs and manufacturers upon which we rely; protection of our intellectual property; litigation or claims against us based on intellectual property, patent, product, regulatory, or other factors; and our ability to attract and retain employees necessary to support our growth.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments which potentially subject us to significant concentrations of credit risk consist primarily of cash. Our cash is mainly held in financial institutions. 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	Cash and Cash Equivalents We consider all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2021 and 2020, we had no cash equivalents.
Restricted Cash	Restricted Cash We classify cash as restricted when it is unavailable for withdrawal or use in our general operating activities. Restricted cash and investments are 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. As of December 31, 2021 and 2020, we had restricted cash of $0.1 million and $0, respectively.
Accounts Receivables	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 estimated 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 Inventory is stated at historic cost on a first-in first-out basis. Our inventory consisted of $26,308 in raw materials and $14,391 in finished goods as of December 31, 2021, and $71,290 in raw material and $119,275 in finished goods as of December 31, 2020. Inventory primarily relates to our Supplements segment.
Debt	Debt When debt is issued and a derivative is required to be bifurcated (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.
Deferred Offering Costs	Deferred Offering Costs We capitalize certain legal, professional accounting. and other third-party fees that are directly associated with in-process equity financings, including the Reverse Recapitalization and the 2020 PIPE, as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (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. During the year ended December 31, 2021, we did not incur any deferred offering costs. During the year ended December 31, 2020, we incurred $5.9 million of deferred offering costs in connection with the Reverse Recapitalization which were reclassified to additional paid-in capital as of December 31, 2020.
Leases	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 of 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. We recognize lease expense for these short-term leases on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss. 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 combined 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. In the consolidated statements of operations and comprehensive loss, 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.
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Property and equipment consist of laboratory and office equipment and leasehold improvements. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets, which are 3-5 years for laboratory equipment and 3-7 years for furniture and fixtures. 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 old data. We also capitalize costs to modify, upgrade, or enhance existing internal-use software that result in additional functionality. Amortization is calculated using the straight-line method over the estimated economic useful life of the asset. We expense costs related to internal-use software, including costs incurred during the preliminary project stage, training costs, data conversion costs, and maintenance costs.
Impairment of Long-Lived Assets	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, 2021 and 2020.
Convertible Notes	Convertible Notes 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, and we account for a convertible preferred stock as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. If the conversion feature is freestanding, or is embedded and meets the requirements to be bifurcated, 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.
Debt With Warrants	Debt With Warrants 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.
Contingent Earn-out	Contingent Earn-Out Liabilities In connection with the Reverse Recapitalization, certain stockholders are entitled to receive additional shares of Common Stock (the “Contingent Earn-outs”) upon us achieving certain milestones (see Notes 3 and 12). In accordance with ASC 815, the Contingent Earn-outs are not indexed to our own stock and therefore are accounted for as a liability at the Reverse Recapitalization date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other income (expense), net, in the consolidated statements of operations and comprehensive loss.
Common Stock Warrants	Common Stock Warrants We account for common stock warrants as either equity-classified instruments or liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance. 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 of 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, as of each subsequent quarterly period end date while the warrants are outstanding.
Revenue Recognition	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, 2021 and 2020 was comprised of sales of dietary supplements and royalties. We recorded deferred revenue of $0 and $0.1 million as of December 31, 2021 and 2020, respectively, from a dietary supply agreement with a related party (see Note 20).
Grant Funding	Grant Funding We may submit applications to receive grant funding from governmental and non-governmental entities. Grant funding received that involves no conditions or continuing performance obligations is recognized upon receipt. Grant funding with conditions or obligations is recognized as the conditions or obligations are fulfilled. We have made an accounting policy election to record such unconditional grants, such as the Australian Research and Development Credit, as other income in the consolidated statements of operations and comprehensive loss. Income from grants with conditions or obligations is recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grants were provided have been met. We recognize the Australian Research and Development Credit in an amount equal to the qualifying expenses incurred in each period multiplied by the applicable reimbursement percentage. During the years ended December 31, 2021 and 2020, we recognized $1.5 million and $3.2 million, respectively, of Australian Research and Development Credit within other income (expense), net, in the consolidated statements of operations and comprehensive loss. As of December 31, 2021 and 2020, we recorded $1.6 million and $2.1 million, respectively, of Australian Research and Development Credit receivable in prepaid expenses and other current assets on the consolidated balance sheets. Any amount received in advance of fulfilling such conditions or obligations is recorded in accrued liabilities on the consolidated balance sheets if the conditions or obligations are expected to be met within the next twelve months. As of December 31, 2021 and 2020, we recorded $0.5 million and $0.3 million, respectively, of deferred grant funds received in advance in accrued liabilities. Grant funding recognized on conditional grants is included as a reduction in research and development expenses in the consolidated statements of operations and comprehensive loss as the conditions are tied to our research and development efforts, and as the arrangement between us and the organizations are not part of our ongoing, major, or central operations. During the years ended December 31, 2021 and 2020, we recorded a grant of $0.2 million and $0.8 million, respectively, as a reduction of research and development expenses in the consolidated statements of operations and comprehensive loss.
Fair Value of Financial Instruments	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 quarter during which the reclassifications occur.
Foreign Currency Translation and Transactions	Foreign Currency Translation and Transactions Our functional currency is the U.S. dollar. Clene Australia determined its functional currency to be the Australian dollar and our Netherlands subsidiary determined its functional currency to be the Euro. We use the U.S. dollar as our reporting currency for the consolidated financial statements. The results of our non-U.S. dollar based functional currency operations are translated to U.S. dollars at the average exchange rates during the period. Our assets and liabilities are translated using the current exchange rate as of the balance sheet date and stockholders’ equity is translated using historical rates. Adjustments resulting from the translation of the consolidated financial statements of our foreign functional currency subsidiaries into U.S. dollars are excluded from the determination of net loss and are accumulated in a separate component of stockholders’ equity. These foreign currency translation gains and losses are currently the only component of other comprehensive loss. 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) in the consolidated statements of operations and comprehensive loss as incurred.
Comprehensive Loss	Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The only element of other comprehensive income (loss) in any period presented was translation of Australian dollar denominated balances of Clene Australia to U.S. dollars for consolidation.
Net Loss Per Share Attributable to Common Shareholders	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. Diluted net income (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	Segment Information We have determined that our chief executive officer is the chief operating decision maker (“CODM”). Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the CODM in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business in two operating segments, which are our reportable segments: (1) the development and commercialization of novel clean-surfaced nanotechnology therapeutics (“Drugs”), and (2) the development and commercialization of dietary supplements (“Supplements”).
Income Taxes	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. Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. We account for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties.
Stock-Based Compensation	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 was 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 will 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. Stock-based compensation expense is recognized at fair value. We elect to account for forfeitures as they occur, rather than estimating expected forfeitures. After the closing of the Reverse Recapitalization, we determine the fair value of each share of Common Stock underlying stock-based awards based on the closing price of our Common Stock as reported by the Nasdaq Stock Market LLC (“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 Research and development costs are charged to expense 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	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. Clinical trial costs are charged to research and development expense as incurred. The financial terms of these contracts are subject to negotiations, which 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 reflect the appropriate clinical trial expense in the consolidated financial statements by matching the appropriate expenses with 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 which will be amortized to research and development expense over the period the contracted services are performed. In addition to pass-through costs, we generally incur costs in clinical trials in four distinct groups as follows: CRO Start-Up—These costs include the initial set-up of the clinical trial and usually occur within a few months after the contract has been executed and includes costs which are expensed ratably over the start-up period when such period is identifiable and expensed as incurred when no such period exists. Start-up phase activities include study initiation, site recruitment, regulatory applications, investigator meetings, screening, preparation, pre-study visits, and training. CRO Site and Study Management—These 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 that the patient enrolls. CRO Close-Down and Reporting—These costs include analyzing the data obtained and reporting results, which occurs after patients have ceased treatment and the database of information collected is locked. These costs are expensed as incurred over the course of any close-down and reporting period. Third-Party Contracts—These costs include fees charged by third parties for various support services which are not provided by CROs and include such items as laboratory fees, data quality review costs, and fees incurred for investigational product monitoring and inventory control. These items are expensed ratably over any identifiable service period with the engaged third-party vendors. The CRO contracts generally include pass-through fees including, but not limited to, regulatory expenses, investigator fees, travel costs, and other miscellaneous costs, including shipping and printing fees. We determine accrual estimates through reports from and discussion with applicable personnel and outside service providers as to the progress or state of completion of trials or the services completed. We estimate accrued expenses as of each reporting date in the consolidated financial statements based on the facts and circumstances known to us at that time.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In August 2020, the FASB issued 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 to simplify accounting for certain financial instruments by removing certain separation models for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features 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, a convertible debt instrument will be accounted as a single liability measured at its amortized cost, and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirements to use the if-converted method for all convertible instruments. For smaller reporting companies, the new guidance is effective for fiscal years beginning after December 15, 2023, and should be applied on a full or modified retrospective basis, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods with those fiscal years. We early adopted ASU 2020-06 on January 1, 2021. The adoption of this guidance did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The new guidance was effective for our fiscal year, and interim periods within our fiscal year, beginning after December 15, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. The new guidance provides for the deferral of implementation costs for cloud computing arrangements and expensing those costs over the term of the cloud services arrangement. The new guidance was effective for our fiscal year beginning after December 15, 2020. The adoption of this guidance did not have a material impact on our consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU, among other things, require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. As a smaller reporting company, the guidance is effective for our fiscal years beginning after December 15, 2022. We are currently evaluating the expected impact of the new guidance as a result of this extended deadline of implementation for smaller reporting companies.

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2021

Prepaid Expenses And Other Current Assets [Abstract]

Schedule of prepaid expenses and other current assets

Prepaid expenses and other current assets as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Australia research and development credit receivable	$	1,564	$	2,148
CRO prepayments		194		1,211
Metals to be used in research and development		2,237		31
Directors and officers insurance		41		—
Other		169		112
Total prepaid expenses	$	4,205	$	3,502

Property and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

Property and equipment, net, as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021			2020
Lab equipment	$	3,327		$	3,077
Furniture and fixtures		147			147
Leasehold improvements		3,943			3,889
Construction in progress		2,052			490
		9,469			7,603
Less accumulated depreciation		(4,297	)		(3,378	)
Total property and equipment, net	$	5,172		$	4,225

Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure Text Block Supplement [Abstract]

Schedule of accrued liabilities

Accrued liabilities as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Accrued professional fees	$	30	$	189
Accrued compensation and benefits		2,049		1,225
Accrued CRO fees		718		788
Deferred grant funds		520		301
Accrued expense reimbursements		33		33
Accrued transaction costs		—		1,354
Other		260		70
Total accrued liabilities	$	3,610	$	3,960

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of noncancelable operating lease arrangements

The maturity analysis of our finance and operating leases as of December 31, 2021 were as follows:


(in thousands)	Finance Leases			Operating Leases
2022	$	139		$	870
2023		82			960
2024		20			982
2025		—			1,007
2026		—			1,031
Thereafter		—			2,887
Total undiscounted cash flows		241			7,737
Less amount representing interest/discounting		2			(2,520	)
Present value of future lease payments		243			5,217
Less future lease incentives		—			(500	)
Less lease obligations, current portion		(146	)		(347	)
Lease obligations, long term portion	$	97		$	4,370

Schedule of finance lease obligations included in property and equipment

Assets recorded under finance lease obligations and included with property and equipment as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021			2020
Lab equipment	$	408		$	920
Furniture and fixtures		—			46
Work in process		228			228
Total		636			1,194
Less accumulated depreciation		(244	)		(593	)
Net	$	392		$	601

Schedule of finance and operating lease costs

The components of finance and operating lease costs for the years ended December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Finance lease costs:
Amortization	$	82	$	175
Interest on lease liabilities		27		37
Operating lease costs		429		293
Short-term lease costs		73		249
Variable lease costs		130		92
Total lease costs	$	741	$	846

Schedule of supplemental cash flow information

Supplemental Cash Flow Information


(in thousands)	2021			2020
Operating cash flows from operating leases	$	(633	)	$	(635	)
Operating cash flows from finance leases	$	(27	)	$	(37	)
Finance cash flows from finance leases	$	(152	)	$	(194	)

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of long-term debt, net of original issue discount and unamortized debt issuance costs

Our long-term debt, net of original issue discount and unamortized debt issuance costs, as of December 31, 2021 and 2020 was as follows:


(in thousands, except interest rate data)	Interest Rate			2021			2020
Notes payable:
Maryland Department of Housing & Community Development		8.00	%	$	614		$	1,080
Advance Cecil, Inc.		8.00	%		122			216
Paycheck Protection Program		1.00	%		—			647
Avenue Venture Opportunities Fund, L.P.		9.85	%		20,000			—
Other		0.00	%		—			6
					20,736			1,949
Less unamortized debt issuance costs and original issue discounts					(1,654	)		—
Less convertible notes payable, net of unamortized debt discount and issuance costs (see Note 11)					(4,598	)		—
Total notes payable				$	14,484		$	1,949

ScheduleOfFuturePaymentsNetOfUnamortizedDebtDiscounts

is a schedule of future payments, net of unamortized debt discounts, if Avenue does not convert up to $5.0 million of the loan into Common Stock between May 21, 2022 through May 21, 2024:


(in thousands)	As of December 31, 2021
2022	$	—
2023		6,667
2024		13,333
2025		—
2026		—
Thereafter		—
Subtotal of future principal payments		20,000
Less unamortized debt discount associated with issuance date warrant fair value and financing costs		(1,654	)
Total	$	18,346

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

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+ Details

Common Stock Warrants (Tables)

12 Months Ended

Dec. 31, 2021

Common Stock Warrants Disclosure [Abstract]

Schedule of outstanding warrants to purchase shares of common stock

As of December 31, 2021, outstanding warrants to purchase shares of Common Stock were as follows:


Date Exercisable	Number of Shares Issuable			Exercise Price		Exercisable for	Classification	Expiration
December 2020		2,407,500	(1)	$	11.50	Common Stock	Equity	December 2025
December 2020		24,583	(2)	$	11.50	Common Stock	Equity	December 2025
December 2020		1,929,111	(3)	$	1.97	Common Stock	Equity	April 2023
May 2021		115,851	(4)(5)	$	8.63	Common Stock	Liability	May 2026
Total		4,477,045

As of December 31, 2020, outstanding warrants to purchase shares of Common Stock were as follows:


Date Exercisable	Number of Shares Issuable			Exercise Price		Exercisable for	Classification	Expiration
June 2021		1,119,750	(6)	$	0.01	Common Stock	Equity	December 2021
December 2020		2,407,500	(1)	$	11.50	Common Stock	Equity	December 2025
December 2020		110,000	(2)	$	11.50	Common Stock	Equity	December 2025
December 2020		1,929,111	(3)	$	1.97	Common Stock	Equity	April 2023
Total		5,566,361

(1)

(2)

(3)

(4)

(5)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of components of income (loss) before income taxes

The components of income (loss) before income taxes for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
United States	$	(6,269	)	$	(18,985	)
Foreign		(3,899	)		114
Loss before provision for income taxes	$	(10,168	)	$	(18,871	)

Schedule of income tax expense (benefit)

Income tax expense (benefit) for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Current tax expense (benefit):
Federal	$	—		$	—
State		—			—
Foreign		(146	)		146
Total current tax expense (benefit)		(146	)		146

Deferred tax expense (benefit):
Federal		—			—
State		—			—
Foreign		(282	)		260
Total deferred tax expense (benefit)		(282	)		260
Total income tax expense (benefit)	$	(428	)	$	406

Schedule of income tax reconciliation

A reconciliation of income tax computed at the U.S. federal statutory rate of 21% to expense for income taxes for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Income tax expense (benefit) at federal statutory rate	$	(2,135	)	$	(3,963	)
State income taxes (net of federal benefit)		(1,690	)		(917	)
Change in fair value of common stock warrant liability		(206	)		3,069
Change in fair value of contingent earn-outs		(7,884	)		(2,966	)
Research and development tax credits		(640	)		(425	)
Stock compensation		(462	)		147
Foreign rate differential		(157	)		7
Other		625			88
Change in valuation allowance		12,121			5,366
Income tax expense (benefit)	$	(428	)	$	406

Our

Schedule of deferred tax assets and liabilities


(in thousands)	2021			2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$	26,898		$	17,958
Depreciation and amortization		1,478			1,810
Research and development credits		2,594			1,682
Lease liability		1,158			520
Right-of-use asset		(798	)		(270	)
Accrued interest		—			160
Non-qualified stock options and restricted stock awards		2,815			146
Accrued compensation		74			115
Other		19			(260	)
Total deferred tax assets (liabilities)		34,238			21,861
Less: valuation allowance		(34,238	)		(22,121	)
Net deferred tax assets (liabilities)	$	—		$	(260	)

Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock-based compensation expense


(in thousands)	2021		2020
General and administrative	$	7,553	$	281
Research and development		4,831		480
Total stock-based compensation	$	12,384	$	761

Schedule of outstanding common stock options and related activity


(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, 2020		7,032,591			0.97		5.34		62,462
Granted		3,881,122			7.54		9.52		—
Exercised		(427,444	)		1.04		—		1,310
Forfeited		(91,242	)		8.45		—		—
Outstanding - December 31, 2021		10,395,027		$	3.35		6.32	$	21,082

Vested and exercisable - December 31, 2021		6,238,796		$	1.09		4.35	$	20,254

Vested, exercisable and expected to vest - December 31, 2021		10,395,027		$	3.35		6.32	$	21,082

Schedule of fair value of these stock options awards granted


	2021	2020
Expected stock price volatility	87.40% – 91.51%	75.00% – 119.30%
Risk-free interest rate	0.72% – 1.34%	0.39% – 0.53%
Expected dividend yield	0.00%	0.00%
Expected term of options	6.00 years	6.00 years

The weighted-average grant-date fair value of stock options granted during the year ended December 31, 2021 was $5.49.

Schedule of restricted common stock activity

Outstanding rights to restricted stock awards and related activity for the year ended December 31, 2021 was as follows:


	Number of Restricted Stock Awards			Weighted Average Grant Date Fair Value
Unvested balance as of December 31, 2020		1,507,062		$	10.30
Converted to shares of Common Stock upon vesting		(224,109	)		10.82
Forfeited		(366,350	)		10.75
Unvested balance as of December 31, 2021		916,603		$	10.00

Fair Value (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis


	2021
	Level 1		Level 2		Level 3		Total
Notes payable	$	736	$	—	$	—	$	736
Common stock warrant liability		—		—		474	$	474
Clene Nanomedicine contingent earn-out		—		—		18,100	$	18,100
Initial Stockholders contingent earn-out		—		—		2,317	$	2,317


	2020
	Level 1		Level 2		Level 3		Total
Notes payable	$	1,296	$	—	$	—	$	1,296
Clene Nanomedicine contingent earn-out		—		—		52,053	$	52,053
Initial Stockholders contingent earn-out		—		—		5,906	$	5,906

Schedule of unobservable inputs to the conversion feature, warrant liability, and contingent earn-out valuation models


	2021
Expected stock price volatility		105.00	%
Risk-free interest rate		0.70	%
Expected dividend yield		0.00	%
Expected term	2.39 years


	2021
Expected stock price volatility		105.00	%
Risk-free interest rate		1.20	%
Expected dividend yield		0.00	%
Expected term	3.89 – 4.39 years


	2021			2020
Expected stock price volatility		105.00	%		85.00	%
Risk-free interest rate		1.10	%		0.40	%
Expected dividend yield		0.00	%		0.00	%
Expected term	4.00 years			5.00 years

Schedule of changes in fair value of financial liabilities related to the notes payable, the derivative instrument, the preferred stock warrants, and the contingent earn-outs


(in thousands)	Notes Payable			Derivative Instrument			Preferred Stock Warrant Liability			Common Stock Warrant Liability			Clene Nanomedicine Contingent Earn-out			Initial Stockholders Contingent Earn-out
Balance - December 31, 2019	$	640		$	—		$	3,213		$	—		$	—		$	—
Issuance of convertible promissory notes		—			705			—			705			—			—
Initial fair value of instrument		—			—			—			—			64,712			7,371
Change in fair value		656			(29	)		14,615			(29	)		(12,659	)		(1,465	)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock		—			—			(17,828	)		—			—			—
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)		—			(676	)		—			(676	)		—			—
Balance - December 31, 2020	$	1,296		$	—		$	—		$	—		$	52,053		$	5,906
Initial fair value of instrument		—			—			—			1,457			—			—
Change in fair value		(560	)		—			—			(983	)		(33,953	)		(3,589	)
Balance - December 31, 2021	$	736		$	—		$	—		$	474		$	18,100		$	2,317

Net Loss Per Share Attributable to Common Shareholders (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of basic and diluted net loss per share


(in thousands, except share and per share data)	2021			2020
Numerator:
Net loss attributable to common stockholders	$	(9,740	)	$	(19,277	)
Denominator:
Weighted average shares outstanding		61,558,455			17,503,992
Net loss per share attributable to common stockholders, basic and diluted	$	(0.16	)	$	(1.10	)

Schedule of dilutive securities were excluded from the computation of diluted net loss per share


	2021		2020
Convertible stock warrants (See Note 11)		482,703		—
Common stock warrants (see Note 10)		4,477,045		4,446,613
Options to purchase common stock		10,395,027		7,032,591
Unvested restricted stock awards		916,603		—
Unit purchase option to purchase common stock (see Note 1)		—		242,000
Earn-out shares (see Note 3 and 12)		6,592,334		9,096,185
Total		22,863,712		20,817,389

Geographic and Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Schedule of Property and Equipment, Net by Location


(in thousands)	2021		2020
United States	$	5,142	$	3,997
Australia		30		228
Total property and equipment, net	$	5,172	$	4,225

Schedule of Profit and Loss Information by Reportable Segment

Profit and loss information by reportable segment for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Drugs:
Revenue from external customers	$	—		$	—
Depreciation expense		(910	)		(955	)
Stock compensation expense		(12,384	)		(761	)
Loss from operations		(50,183	)		(20,355	)
Supplements:
Revenue from external customers	$	723		$	206
Depreciation expense		(45	)		(7	)
Stock compensation expense		—			—
Income (loss) from operations		205			141
Consolidated:
Revenue from external customers	$	723		$	206
Depreciation expense		(955	)		(963	)
Stock compensation expense		(12,384	)		(761	)
Loss from operations		(49,978	)		(20,214	)

Schedule of Reconciliation of Operating Loss from Segments to Consolidated Net Loss

A reconciliation of the total of the reportable segments’ loss from operations to consolidated net loss before income taxes for the years ended December 31, 2021 and 2020 was as follows:


(in thousands)	2021			2020
Segment loss from operations	$	(49,978	)	$	(20,214	)
Total other income (expense), net		39,810			1,343
Net loss before income taxes	$	(10,168	)	$	(18,871	)

Schedule of Reconciliation of Long Lived Assets and Total Assets by Reportable Segment

Segment assets exclude corporate assets, such as cash, restricted cash, and corporate facilities. Total assets by reportable segment as of December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Total assets:
Drugs	$	12,052	$	8,066
Supplements		337		504
Corporate		50,674		59,673
Consolidated	$	63,063	$	68,243

Schedule of Additions to Long-lived Assets

Additions to long-lived assets for the years ended December 31, 2021 and 2020 were as follows:


(in thousands)	2021		2020
Drugs	$	1,332	$	387
Supplements		—		—
Corporate		—		—
Consolidated	$	1,332	$	387

Nature of the Business (Details) - USD ($)			1 Months Ended	12 Months Ended
Nature of the Business (Details) - USD ($)	May 21, 2021	Feb. 16, 2021	Jul. 22, 2021	Dec. 31, 2021	Dec. 31, 2020	Jul. 15, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding			1,140,731
Common stock, shares outstanding				62,312,097	59,526,171
Common stock, par value (in Dollars per share)				$ 0.0001	$ 0.0001
Aggregate proceeds if warrants exercised		$ 30,700,000	$ 3,000,000.0
Common stock underlying warrant outstanding (in Shares)	115,851		1,024,880
Loss from operations				$ 49,978,000	$ 20,214,000
Net income loss				(9,740,000)	(19,277,000)
Cash				50,288,000	59,275,000
Cash and restricted cash				50,300,000	59,300,000
Accumulated deficit				(163,301,000)	(153,561,000)
Net cash (used in) operating activities				$ (34,624,000)	$ (18,929,000)
Exercise price per share				$ 0.01		$ 11.50
Private Placement [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Share issuance of common stock private offering	960,540
Tottenham [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding (in Shares)		2,517,500
Clene Nanomedicine [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding (in Shares)		904,231
PIPE [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Warrants outstanding (in Shares)					1,119,750
PIPE [Member] \| Warrant [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Aggregate proceeds received				$ 11,198
Clene Inc Member
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock, shares outstanding		4,541,481

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2021 USD ($) Segment	Dec. 31, 2020 USD ($)
Summary of Significant Accounting Policies (Details) [Line Items]
Restricted cash	$ 58,000	$ 0
Inventory in raw materials	26,308	71,290
Finished goods	14,391	119,275
Offering costs	0	5,900,000
Deferred revenue	0	100,000
Grant Funding Recognized On Conditional Grants	$ 200,000	800,000
Number of operating segments \| Segment	2
Research and Development Expense [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Other income and expenses	$ 1,500,000	3,200,000
Prepaid expenses	1,600,000	2,100,000
Accrued liabilities	$ 500,000	$ 300,000
Equipment [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	3 years
Equipment [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	3 years
Furniture and Fixtures [Member] \| Maximum [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Useful lives of asset	7 years

Reverse Recapitalization with Tottenham and Clene Nanomedicine (Details)	1 Months Ended			12 Months Ended
	Dec. 30, 2020 USD ($) $ / shares shares	Jul. 02, 2020	Aug. 31, 2018 $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)
Business Combination, Separately Recognized Transactions [Line Items]
Proceeds From Reverse Recapitalization \| $	$ 9,400,000
Net proceeds from reverse recapitalization \| $	3,500,000
Offering costs \| $				$ 0	$ 5,900,000
Deferred underwriting fees (in Dollars) \| $	2,100,000
Shares issued				2,407,500
Clene nanomedicine contingent earnout milestone1 shares				3,333,333
Clene nanomedicine contingent earnout milestone 1 price (in Dollars per share)				15.00
Clene nanomedicine contingent earnout milestone 2 shares				2,500,000
Clene nanomedicine contingent earnout milestone 2 price (in Dollars per share)				20.00
Clene nanomedicine contingent earnout milestone 3 shares				2,500,000
Clene nanomedicine contingent earnout milestone three shares cancelled				2,503,851
Increase in clene nanomedicine contingent earnout shares upon reverse recapitalization				12,852
Total clene nanomedicine contingent earnout shares				8,346,185
Initial shareholders contingent earnout milestone 2 shares				375,000
Initial shareholders contingent earnout milestone 1 shares				375,000
Reverse Recapitalizations [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Offering costs \| $	$ 5,900,000
Clene Inc [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, par value \| $ / shares	$ 0.0001
Shares cancelled upon reverse recapitalization	2,303,495
Reverse recapitalization exchange ratio	0.1389
Shares held in escrow, percentage	5.00%
Shares held in escrow	2,716,958
Common stock, share outstanding	59,526,171
Clene Inc [Member] \| Restricted Stock Units (RSUs) [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Shares issued	1,136,961
Clene Nanomeddicines [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Common stock, share issued	54,339,012
Shareholder ownership percentage	91.00%
LifeSci Capitales LLC [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Services letter agreement, description		(i) 3% of the amount by which the total transaction consideration exceeded $350 million, plus (ii) 7% of cash and cash-equivalents received by Clene Nanomedicine from the Tottenham’s trust account. Clene Nanomedicine could elect to pay LifeSci either in cash, equity interests of the surviving company, or a combination of the two. Upon the consummation of the Reverse Recapitalization, 644,164 shares of Common Stock were issued to LifeSci as consideration for its services as pursuant to the letter agreement (see Note 18).
Shares issued	644,164
Tottenhamis [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Shareholder ownership percentage	4.00%
Chardan Capitals Market LLC [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Sale of units, number of units issued			220,000
Units issued, price per unit (in Dollars per share) \| $ / shares			$ 11.50
Exercise price (in Dollars per share) \| $ / shares			$ 11.50
PIPE [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Shareholder ownership percentage	4.00%
Exchange Ratio [Member] \| Clene Inc [Member] \| Restricted Stock Units (RSUs) [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Shares held in escrow, percentage	5.00%
Common Stock [Member] \| Clene Inc [Member]
Business Combination, Separately Recognized Transactions [Line Items]
95% of reverse recapitalization exchange ratio	0.132%
Shares Issued, Value, Share-based Payment Arrangement, Forfeited \| $	$ 53,286,115
Warrant outstanding	5,566,361
Common Stock [Member] \| Clene Inc [Member] \| Restricted Stock Units (RSUs) [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Shares issued	370,101
Common Stock [Member] \| Exchange Ratio [Member] \| Clene Inc [Member]
Business Combination, Separately Recognized Transactions [Line Items]
Shares issued	7,032,591
Exchange Ratio Percentage	95.00%

Prepaid Expenses and Other Current Assets - Schedule of prepaid expenses and other current assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Schedule of prepaid expenses and other current assets [Abstract]
Australia research and development credit receivable	$ 1,564,000	$ 2,148,000
CRO prepayments	194	1,211
Metals to be used in research and development	2,237,000	31,000
Directors & Officers Insurance	41,000
Other	169,000	112,000
Total prepaid expenses	$ 4,205,000	$ 3,502,000

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net (Details) [Line Items]
Depreciation expense	$ 955	$ 963
Research and development [Member]
Property and Equipment, Net (Details) [Line Items]
Depreciation expense	800	900
General and administrative [Member]
Property and Equipment, Net (Details) [Line Items]
Depreciation expense	100	100
Property, Plant and Equipment [Member]
Property and Equipment, Net (Details) [Line Items]
Depreciation expense	$ 1,000	$ 1,000

Property and Equipment, Net - Schedule of property and equipment, net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of property and equipment, net [Abstract]
Lab equipment	$ 3,327	$ 3,077
Furniture and fixtures	147	147
Leasehold improvements	3,943	3,889
Construction in progress	2,052	490
Total property and equipment, gross	9,469	7,603
Less accumulated depreciation	(4,297)	(3,378)
Total property and equipment, net	$ 5,172	$ 4,225

Accrued Liabilities - Schedule of accrued liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of accrued liabilities [Abstract]
Accrued professional fees	$ 30	$ 189
Accrued compensation and benefits	2,049	1,225
Accrued CRO fees	718	788
Deferred grant funds	520	301
Accrued expense reimbursements	33	33
Accrued transaction costs		1,354
Other	260	70
Accounts Payable and Accrued Liabilities, Current, Total	$ 3,610	$ 3,960

Leases (Details) - USD ($) $ in Millions	1 Months Ended	12 Months Ended
Leases (Details) - USD ($) $ in Millions	Apr. 30, 2020	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Disclosure Text Block [Abstract]
Terminated right-of-use asset	$ 0.3
Operating lease liability	0.8		$ 2.4
Terminated operating lease liability	0.3
Recognized gain on operating lease	0.1
Right of use asset	0.4
Leasehold improvements	$ 0.4
Right-of-use assets value			2.4
Lease incentive			$ 1.0
Lease incentive recorded construction in progress		$ 0.5
Description of lease term		The lease has an initial ten-year term and provides us the right and option to extend or renew for two periods of five years each. In accordance with ASC 842, the payments to be made in option periods have not been recognized as part of the right-of-use asset or lease liability because we do not assess the exercise of the option to be reasonably certain.
Finance lease obligations weighted-average interest rate		8.80%		8.10%
Finance lease weighted-average remaining term		1 year 10 months 24 days		2 years 8 months 12 days
Operating lease obligations weighted average interest rate		9.60%		9.60%
Operating lease weighted-average remaining term		8 years 1 month 6 days		6 years 3 months 18 days

Leases - Schedule of noncancelable finance and operating lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020	Apr. 30, 2020
Lessee, Lease, Description [Line Items]
Present value of future lease payments		$ 2,400		$ 800
Less lease obligations, current portion	$ (347)		$ (194)
Lease obligations - long term portion	4,370		$ 1,785
Finance Leases [Member]
Lessee, Lease, Description [Line Items]
2022	139
2023	82
2024	20
2025	0
2026	0
Thereafter	0
Total undiscounted cash flows	241
Less amount representing interest/discounting	2
Present value of future lease payments	243
Less future lease incentives	0
Less lease obligations, current portion	(146)
Lease obligations - long term portion	97
Operating Leases [Member]
Lessee, Lease, Description [Line Items]
2022	870
2023	960
2024	982
2025	1,007
2026	1,031
Thereafter	2,887
Total undiscounted cash flows	7,737
Less amount representing interest/discounting	(2,520)
Present value of future lease payments	5,217
Less future lease incentives	(500)
Less lease obligations, current portion	(347)
Lease obligations - long term portion	$ 4,370

Leases - Schedule of finance lease obligations included in property and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule Of Finance Lease Obligations Included In Property And Equipment [Abstract]
Furniture and fixtures	$ 0	$ 46
Lab equipment	408	920
Work in process	228	228
Total	636	1,194
Less accumulated depreciation	(244)	(593)
Net	$ 392	$ 601

Leases - Schedule of finance and operating lease costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finance lease costs:
Amortization	$ 82	$ 175
Interest on lease liabilities	27	37
Operating lease costs	429	293
Short-term lease costs	73	249
Variable lease costs	130	92
Total lease costs	$ 741	$ 846

Leases - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of supplemental cash flow information [Abstract]
Operating cash flows from operating leases	$ (633)	$ (635)
Operating cash flows from finance leases	(27)	(37)
Finance cash flows from finance leases	$ (152)	$ (194)

Notes Payable - Schedule of long-term debt, net of original issue discount and unamortized debt issuance costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument, Redemption [Line Items]
Total term loans	$ 20,736	$ 1,949
Unamortized debt issuance costs and original issue discounts	1,654
Less convertible notes payable, net of unamortized debt discount and issuance costs (see Note 11)	(4,598)
Total notes payable	$ 14,484	1,949
Maryland Department of Housing & Community Development [Member]
Debt Instrument, Redemption [Line Items]
Interest Rate	8.00%
Total term loans	$ 614	1,080
Advance Cecil, Inc. [Member]
Debt Instrument, Redemption [Line Items]
Interest Rate	8.00%
Total term loans	$ 122	216
Paycheck Protection Program [Member]
Debt Instrument, Redemption [Line Items]
Interest Rate	1.00%
Total term loans		647
Avenue Venture Opportunities Fund, L.P. [Member]
Debt Instrument, Redemption [Line Items]
Interest Rate	9.85%
Total term loans	$ 20,000
Other [Member]
Debt Instrument, Redemption [Line Items]
Interest Rate	0.00%
Total term loans		$ 6

Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended					12 Months Ended
	May 31, 2021	Jan. 31, 2021	May 31, 2020	Apr. 30, 2019	Feb. 28, 2019	Dec. 31, 2021	Dec. 31, 2020	Feb. 11, 2022	Sep. 30, 2021
2019 MD Loan [Member]
Debt Instrument [Line Items]
Term loan					$ 500
Interest rate					8.00%
Outstanding due date					Feb. 22, 2034
Phantom shares, description					The 2019 MD Loan establishes “Phantom Shares,” based on 119,907 shares of Common Stock (based on 863,110 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance.
Fair value of long-term notes payable						$ 600	$ 1,100
Interest expense							500
Interest income						500
2019 Cecil Loan [Member]
Debt Instrument [Line Items]
Term loan						100
Interest rate				8.00%
Outstanding due date				Apr. 30, 2034
Phantom shares, description				The 2019 Cecil Loan establishes “Phantom Shares,” based on 23,981 shares of Common Stock (based on 172,622 Series C Preferred Shares prior to the Reverse Recapitalization), determined at issuance.
Fair value of long-term notes payable						100	200
Interest expense							$ 100
Interest income						$ 100
PPP Note [Member]
Debt Instrument [Line Items]
Note payable			$ 600
Percentage of loan amount used for payroll expenses			60.00%
Debt extinguishment		$ 600
2021 Avenue Loan [Member] \| Notes Payable [Member]
Debt Instrument [Line Items]
Term loan	$ 30,000
Accrued debt issuance costs	600
Amortization of Debt Issuance Costs	$ 46,951
Conditions for future funding, description	Funding of Tranche 2 is subject to (a) our receipt of $5.0 million financing through Maryland’s State Incentive Programs and/or other Maryland State programs; (b) our achievement of a statistically significant result on the primary endpoint, or if the totality of the results for any study warrant advancement into a subsequent clinical efficacy study, with respect to at least two of the following clinical trials: (i) RESCUE-ALS or the Healey ALS Platform Trial; (ii) REPAIR-PD; or (iii) REPAIR-MS (“Performance Milestone 1”); (c) our receipt of net proceeds of at least $30.0 million from the sale and issuance of our equity securities (including private placements or follow-on offerings) between May 2, 2021 and December 31, 2022; and (d) mutual agreement of us and Avenue.
Rate Of Interest, Description						The loans bear interest at a variable rate per annum equal to the sum of (i) the greater of (a) the prime rate, as published by the Wall Street Journal from time to time or (b) 3.25%, plus (ii) 6.60%. Payments are interest-only for the first 12 months and can be extended up to (i) 12 months (the “First Interest-only Period Extension”) if we achieve Performance Milestone 1 and (ii) 36 months if (a) we achieve the First Interest-only Period Extension and (b) have drawn from Tranche 2. In August 2021 we mutually confirmed with Avenue that Performance Milestone 1 and the First Interest-only Period Extension had been achieved.
Additional payment upon maturity, description						On the maturity date, an additional payment equal to 4.25% of the funded loans, or $0.9 million, is due in addition to the remaining unpaid principal and accrued interest.
Warrant to purchase shares (in Shares)	115,851
Common stock at an exercise price (in Dollars per share)	$ 8.63
Tranche warrant adjustment description	Upon the funding of Tranche 2, the Avenue Warrant shall be automatically adjusted to include an additional estimated 145,740 shares of Common Stock, which is equal to 5% of the principal amount of Tranche 2, divided by the lower of (i) the five (5)-day VWAP per share; determined as of the end of trading on the last trading day before the date of issuance of Tranche 2; or (ii) the Next Round Price.
Convertible notes payable	$ 5,000					$ 5,000
Conversion percentage of common stock price for convertible note payable, percentage	120.00%
Trading volume limit for conversion of convertible note payable, percentage	20.00%
Threshold for removal of financial covenants, description						The financial covenant associated with the loan agreement includes maintaining minimum unrestricted cash and cash equivalents of at least $5.0 million; provided that upon our (i) achievement of Performance Milestone 1, and (ii) receiving of net proceeds of at least $30.0 million from the sale and issuance of our equity securities (including any PIPE or follow-on offering), we shall no longer be subject to financial covenants.
Minimum cash balance for loan covenant						$ 5,000
Fair value of warrant	$ 1,500
Minimum funding from maryland state incentive program	5,000
Financing costs	500
Interest expense						1,400
Additional final payment at debt maturity.	900
Equity offering proceeds required for tranche 2 funding	30,000
Equity offering proceeds required to remove financial covenants	30,000
2021 Avenue Loan [Member] \| Tranche one [Member]
Debt Instrument [Line Items]
First loan amount	20,000
Funded amount	$ 15,000
Additional funded amount									$ 5,000
2021 Avenue Loan [Member] \| Tranche Two [Member]
Debt Instrument [Line Items]
Unfunded amount						$ 10,000
2021 Avenue Loan [Member] \| Tranche Two [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Unfunded amount								$ 10,000

Notes Payable - Schedule of future payments net of unamortized debt discounts (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 0
2023	6,667
2024	13,333
2025	0
2026	0
Thereafter	0
Subtotal of future principal payments	20,000
Unamortized debt discount associated with issuance date warrant fair value and financing costs	(1,654)
Total	$ 18,346

Preferred Stock Warrant Liability (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Apr. 08, 2013
Preferred Stock Warrant Liability (Details) [Line Items]
Loss in fair value of warrant liability		$ 14.6
Series A Preferred Stock [Member]
Preferred Stock Warrant Liability (Details) [Line Items]
Warrants expire			10 years
Exercise price	$ 1.97
Percent of fully-diluted equity purchasable upon exercise			0.25%

Common Stock Warrants (Details) - $ / shares	12 Months Ended
Common Stock Warrants (Details) - $ / shares	Dec. 31, 2021	Jul. 31, 2021	Jul. 15, 2021	Dec. 31, 2020	Dec. 30, 2020
Class of Warrant or Right [Line Items]
Shares issued	2,407,500
Company warrant redemption right	We may redeem the outstanding warrants, in whole and not in part, at a price of $0.01 per warrant if, and only if, the last sales price of our Common Stock equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption.
Warrant redemption price per share	$ 0.01
Sale of stock, price per share	16.50
Exercise price per share	$ 0.01		$ 11.50
Avenue Loans [Member]
Class of Warrant or Right [Line Items]
Shares issued	115,851
Exercise price of warrants, description	Consists of 115,851 shares of Common Stock underlying warrants to purchase one share of Common Stock, issued in connection with the 2021 Avenue Loan at an exercise price equal to $8.63.
Exercise price per share	$ 8.63
Two Thousand Twenty One Avenue Loans [Member]
Class of Warrant or Right [Line Items]
Shares issued	145,740
Common Stock Warrant [Member]
Class of Warrant or Right [Line Items]
Shares issued	1,929,111
Private Placement Member \| PIPE Warrant [Member]
Class of Warrant or Right [Line Items]
Shares issued	1,119,750				1,119,750
Chardan Unit Purchase Options [Member]
Class of Warrant or Right [Line Items]
Shares issued	54,083	54,083		110,000
Chardan Unit Purchase Options [Member] \| Warrant [Member]
Class of Warrant or Right [Line Items]
Shares issued	54,083	54,083
Chardan Unit Purchase Options [Member] \| Common Stock
Class of Warrant or Right [Line Items]
Shares issued		24,583

Common Stock Warrants - Schedule of outstanding warrants to purchase shares of common stock (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Class of Warrant or Right [Line Items]
Number of Shares Issuable	4,477,045	5,566,361
June 2021 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable		1,119,750
Exercise Price		$ 0.01
Exercisable for		Common Stock
Classification		Equity
Expiration		December 2021
December 2020 [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	2,407,500	2,407,500
Exercise Price	$ 11.50	$ 11.50
Exercisable for	Common Stock	Common Stock
Classification	Equity	Equity
Expiration	December 2025	December 2025
December 2020 One [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	24,583	110,000
Exercise Price	$ 11.50	$ 11.50
Exercisable for	Common Stock	Common Stock
Classification	Equity	Equity
Expiration	December 2025	December 2025
December 2020 Two [Member]
Class of Warrant or Right [Line Items]
Number of Shares Issuable	1,929,111	1,929,111
Exercise Price	$ 1.97	$ 1.97
Exercisable for	Common Stock	Common Stock
Classification	Equity	Equity
Expiration	April 2023	April 2023
May 2021 Member
Class of Warrant or Right [Line Items]
Number of Shares Issuable	115,851
Exercise Price	$ 8.63
Exercisable for	Common Stock
Classification	Liability
Expiration	May 2026

Convertible Notes (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 31, 2020	Jul. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Convertible Notes (Details) [Line Items]
Common stock potentially issuable upon conversion (in Shares)			482,703
Issuance of derivative instrument		$ 0.7
Convertible Notes Payable [Member]
Convertible Notes (Details) [Line Items]
Convertible notes payable		$ 6.1
Amortization of debt discount				$ 0.2
Annual debt interest		5.00%
Description of convertible notes		The 2020 Convertible Notes were convertible at the earlier of (i) one year, into Series C preferred stock at the Series C preferred stock price, or (ii) our next equity financing of at least $10.0 million, into shares issued in the next equity financing at 90% of the next equity financing price. The 2020 Convertible Notes contained embedded features that provided the lenders with multiple settlement alternatives (the “Redemption Features”). The Redemption Features met the requirements to be bifurcated and accounted for as a derivative instrument (the “2020 Derivative Instrument”). Accordingly, the 2020 Derivative Instrument of $0.7 million was recorded at fair value at inception as a redeemable convertible preferred stock derivative liability in the consolidated balance sheets (see Note 12).
Convertible shares (in Shares)	1,497,135
Conversion price per share (in Dollars per share)	$ 4.60
Interest expense				0.3
Debt extinguishment	$ 6.9
Percentage of stock price	90.00%
Loss on extinguishment of debt				$ 0.5
DescriptionOfLossOnExtinguishment				The loss on extinguishment was calculated as the difference between (i) the fair value of Series D preferred stock issued to settle the 2020 Convertible Notes of $6.9 million, less (ii) the fair value of the Derivative Instrument as of the date of extinguishment of $0.7 million and (iii) the carrying value of $5.7 million, which included (a) principal of $6.1 million, and (b) accrued and unpaid interest of $0.1 million, less (c) the unamortized debt discount of $0.5 million.
2021 Avenue Loan [Member] \| Convertible Notes Payable [Member]
Convertible Notes (Details) [Line Items]
Convertible notes payable			$ 5.0
Amortization of debt discount			0.1
Unamortized debt discount and issuance costs			0.4
Coupon Interest Expense			$ 0.3
Effective interest rate			15.46%
Interest expense			$ 0.4
2020 Convertible Notes
Convertible Notes (Details) [Line Items]
Unamortized debt discount and issuance costs				$ 0.5
Extinguishment of derivative instrument				0.7
Carrying value of debt instrument				5.7
Derivative instrument principal amount				6.1
Unpaid interest				0.1
Series D Preferred Stock [Member]
Convertible Notes (Details) [Line Items]
Stock issued				$ 6.9

Derivative Instruments (Details) - USD ($)	1 Months Ended		12 Months Ended
Derivative Instruments (Details) - USD ($)	May 31, 2021	Dec. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Issuance of derivative instrument					$ 700,000
Loss on derivative instruments				$ 29,000
Clene Nanomedicine contingent earn-out		$ 64,700,000	$ 18,100,000	52,100,000
Initial shareholders contingent earn-out		$ 7,400,000	2,300,000	5,900,000
Gain (loss) on Initial Shareholders contingent earn-out			3,600,000	1,500,000
Gain (loss) on Clene Nanomedicine contingent earn-out			34,000,000.0	$ 12,700,000
Change in fair value of warrants	$ 1,500,000		$ 1,000,000.0
Clene Nanomedicine Contingent Earnout Milestone Three Shares Cancelled			2,503,851

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Other Commitments [Line Items]
Construction in Progress, Gross	$ 2,052	$ 490
Manufacturing Facility [Member]
Other Commitments [Line Items]
Construction in Progress, Gross	$ 600

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Examination [Line Items]
Income tax U.S. federal statutory rate	21.00%	21.00%
Effective tax rate	4.21%	(2.15%)
Net operating loss	$ (49,978)	$ (20,214)
Term of research and development credit expiration	Additionally, we have approximately $2.6 million of research and development credit carryforwards that will begin to expire after 2034 if not utilized.
Research and development credit carryforwards	$ 2,594	$ 1,682
Domestic Tax Authority [Member]
Income Tax Examination [Line Items]
Net operating loss	110,100
Operating loss carryforwards	$ 76,700
Percentage of taxable income limit	80.00%
Term of operating loss expiration	The remaining balance of $33.4 million will begin to expire after 2034.
Remaining balance of operating loss carryforwards subject to expiration	$ 33,400
Research and development credit carryforwards	2,600
State and Local Jurisdiction [Member]
Income Tax Examination [Line Items]
Net operating loss	77,100
Operating loss carryforwards	$ 64,200
Percentage of taxable income limit	80.00%
Remaining balance of operating loss carryforwards subject to expiration	$ 12,900

Income Taxes - Schedule of components of income (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of components of income (loss) before income taxes [Abstract]
United States	$ (6,269)	$ (18,985)
Foreign	(3,899)	114
Net loss before income taxes	$ (10,168)	$ (18,871)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Schedule of income tax expense (benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Current tax expense (benefit):
Federal		$ 0
State		0
Foreign		146,000
Total current tax expense (benefit)		146,000
Deferred tax expense (benefit):
Federal		0
State		0
Foreign	$ (282,000)	260,000
Total deferred tax expense (benefit)	(282,000)	260,000
Total income tax expense (benefit)	$ (428,000)	$ 406,000

Income Taxes - Schedule of income tax reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of income tax reconciliation [Abstract]
Income tax expense (benefit) at federal statutory rate	$ (2,135)	$ (3,963)
State income taxes (net of federal benefit)	(1,690)	(917)
Change in fair value of common stock warrant liability	(206)	3,069
Change in fair value of contingent earn-outs	(7,884)	(2,966)
Research and development tax credits	(640)	(425)
Stock Compensation	(462)	147
Foreign rate differential	(157)	7
Other	625	88
Change in valuation allowance	12,121	5,366
Income tax expense (benefit)	$ (428)	$ 406

Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets (liabilities):
Net operating loss carryforwards	$ 26,898	$ 17,958
Depreciation and amortization	1,478	1,810
Research & development credits	2,594	1,682
Lease liability	1,158	520
Right-of-use asset	(798)	(270)
Accrued interest	0	160
Non-qualified stock options and restricted stock awards	2,815	146
Accrued compensation	74	115
Other	19	(260)
Total deferred tax assets (liabilities)	34,238	21,861
Less: valuation allowance	(34,238)	(22,121)
Net deferred tax assets (liabilities)	$ 0	$ (260)

Benefit Plans (Details) - USD ($)	12 Months Ended
Benefit Plans (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employer matching contribution, percent of match	100.00%
Maximum annual contributions per employee, percent	3.00%
Maximum annual contributions per employee, amount	$ 4,500
Defined contribution amount	$ 200,000	$ 100,000
Shares granted	0
Stock-based compensation expense	$ 4,900,000	800,000
Unrecognized stock-based compensation (in Dollars)	$ 18,300,000	$ 2,400,000
Weighted-average grant date fair value of stock options granted	$ 5.49
Weighted average period	3 years 18 days	2 years 14 days
Restricted Stock Awards RSA [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards shares, description	In connection with the Reverse Recapitalization, we granted rights to the following restricted stock awards:•370,101 shares to various employees and non-employee directors, which vest on various dates between June 30, 2021 and July 15, 2022, subject to the employee’s continuous employment through such vesting date. The award represents 5% of the converted stock options under the 2014 Stock Plan as a result of the Reverse Recapitalization and complements the 5% closing payment shares held in escrow for Clene Nanomedicine common stockholders (see Note 3). The grant-date fair value of these awards was $4.0 million based on the closing price of CLNN shares listed on Nasdaq of $10.82 per share on December 30, 2020. As of December 31, 2021 and 2020, there were 224,109 and 0 shares, respectively, of Common Stock issued upon the vesting of these awards.•454,781 shares to various employees and non-employee directors, which are eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 1 earn-out share entitlement of Clene Nanomedicine stockholders and vests based on the same market condition (see Note 3). The grant-date fair value of these awards, using a Monte Carlo valuation model, was $4.3 million. Based on the outcome of the market condition as of the December 31, 2021 and 2020 measurement dates, no shares were vested.•341,090 shares to various employees and non-employee directors, which are eligible to vest based on certain market conditions, subject to the employee’s continuous employment through such vesting date. The award complements the Milestone 2 earn-out share entitlement of Clene Nanomedicine stockholders and vests based on the same market condition (see Note 3). The grant-date fair value of these awards, using a Monte Carlo valuation model, was $3.5 million. Based on the outcome of the market condition as of the December 31, 2021 and 2020 measurement dates, no shares were vested.•341,090 shares to various employees and non-employee directors, which were eligible to vest based on certain performance conditions tied to the completion of our COVID-19 clinical trial. The award complemented the Milestone 3 earn-out share entitlement of Clene Nanomedicine stockholders and vested based on the same performance condition (see Note 3). The grant-date fair value of these awards was $3.7 million, based on the closing price of CLNN shares listed on Nasdaq of $10.82 per share on December 30, 2020. We did not recognize compensation expense because the occurrence of achieving this milestone was not probable, and as of December 31, 2021, the performance condition was not achieved and the award was forfeited.
Expected stock price volatility		85.00%
Risk-free interest rate		0.40%
Expected term		5 years
Unrecognized compensation cost (in Dollars)	$ 0	$ 15,500,000
Weighted average period for recognition of unrecognized compensation cost		6 months
Stock-based compensation expense associated with restricted stock awards	$ 7,400,000	$ 0
2020 Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum fair market value of option grant, description	The exercise prices, vesting periods, and other restrictions are determined at the discretion of the Board, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the Common Stock on the date of grant.
Shares granted	4,940,546	1,507,062
Shares for future grants	7,059,454
Shares authorized		12,000,000
2014 Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding (post-conversion)	7,032,591
2014 Stock Plan [Member] \| Clene Nanomedicine [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock option outstanding (pre-conversion)	53,286,115

Benefit Plans - Schedule of stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	$ 12,384	$ 761
General and administrative [Member]
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	7,553	281
Research and development [Member]
Stock-Based Compensation (Details) - Schedule of stock-based compensation expense [Line Items]
Total stock-based compensation	$ 4,831	$ 480

Benefit Plans - Schedule of outstanding common stock options and related activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of outstanding common stock options and related activity [Abstract]
Number of Options, Outstanding - beginning	7,032,591
Weighted Average Exercise Price Per Share, Outstanding - beginning	$ 0.97
Weighted Average Remaining Term (Years), Outstanding - beginning		5 years 4 months 2 days
Number of Options, Outstanding - ending	10,395,027	7,032,591
Weighted Average Exercise Price Per Share, Options vested and expected to vest ending	$ 3.35	$ 0.97
Weighted Average Remaining Term (Years), Outstanding - ending	6 years 3 months 25 days
Weighted Average Exercise Price Per Share, Options vested and expected to vest ending	$ 3.35
Number of Options, Options vested and exercisable - Stock options vested and expected to vest ending	10,395,027
Number of Options, Granted	3,881,122
Weighted Average Exercise Price Per Share, Granted	$ 7.54
Weighted Average Remaining Term (Years), Granted	9 years 6 months 7 days
Number of Options, Exercised	(427,444)
Weighted Average Exercise Price Per Share, Exercised	$ 1.04
Instrinsic Value, Exercised	$ 1,310
Number of Options, Forfeited	(91,242)
Weighted Average Exercise Price Per Share, Forfeited	$ 8.45
Instrinsic Value, Forfeited	$ 0
Number of Options, Options vested and exercisable ending	6,238,796
Weighted Average Exercise Price Per Share, Options vested and exercisable ending	$ 1.09
Weighted Average Remaining Term (Years), Exercised
Weighted Average Remaining Term (Years), Forfeited
Weighted Average Exercise Price Weighted Average Remaining Term (Years), Options vested and exercisable ending	4 years 4 months 6 days
Weighted Average Exercise Price Weighted Average Remaining Term (Years), Stock options vested and expected to vest	6 years 3 months 25 days
Intrinsic Value, Beginning Balance	$ 62,462
Intrinsic Value, Granted	0
Intrinsic Value, Ending Balance	21,082	$ 62,462
Intrinsic Value, Options vested and exercisable ending	20,254
Intrinsic Value, Stock options vested and expected to vest	$ 21,082

Benefit Plans - Schedule of fair value of these stock options awards granted (Details) - Equity Option [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of assumptions used to calculate the fair value of stock option awards granted [Line Item]
Expected dividend yield	0.00%	0.00%
Expected term of options	6 years	6 years
Minimum [Member]
Schedule of assumptions used to calculate the fair value of stock option awards granted [Line Item]
Expected stock price volatility	87.40%	75.00%
Risk-free interest rate	0.72%	0.39%
Maximum [Member]
Schedule of assumptions used to calculate the fair value of stock option awards granted [Line Item]
Expected stock price volatility	91.51%	119.30%
Risk-free interest rate	1.34%	0.53%

Benefit Plans - Schedule of restricted common stock activity (Details)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Forfeited	(91,242)
Restricted Stock Awards RSA [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance, Number of Restricted Stock Awards, Unvested balance	1,507,062
Beginning balance, Weighted Average Grant Date Fair Value, Unvested balance \| $ / shares	$ 10.30
Number of Restricted Stock Awards, Vested	224,109
Weighted Average Grant Date Fair Value, Vested \| $ / shares	$ 10.82
Number of Options, Forfeited	(366,350)
Weighted- Average Grant Date Fair Value, Forfeited \| $ / shares	$ 10.75
Weighted Average Grant Date Fair Value, Unvested balance \| $ / shares	$ 10.00
Ending balance, Number of Restricted Stock Awards, Unvested balance	916,603

Fair Value (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value (Details) [Line Items]
Notes payable based on closing price (in Dollars per share)	$ 4.10	$ 9.01
Fair value amortized cost	$ 18.3
Notes payable	13.7
Embedded conversion feature	4.6
Fair value of the conversion feature	$ 0.8
Warrants to purchase common stock	2,407,500
Common stock issuable	6,592,334	9,096,185
Avenue Loans [Member]
Fair Value (Details) [Line Items]
Warrants to purchase common stock	115,851
Two Thousand Twenty One Avenue Loans [Member]
Fair Value (Details) [Line Items]
Warrants to purchase common stock	145,740
Series of Individually Immaterial Business Acquisitions [Member]
Fair Value (Details) [Line Items]
Contingent earn-out, description	Clene Nanomedicine’s common stockholders and the Initial Stockholders were entitled to receive up to 9,096,185 shares of Common Stock upon our achievement of certain milestones (see Note 3). As of December 31, 2021, Clene Nanomedicine’s common stockholders and the Initial Stockholders were entitled to receive up to 6,592,334 shares of Common Stock.

Fair Value - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable	$ 736	$ 1,296
Common stock warrant liability	474
Clene Nanomedicine contingent earn-out	18,100	52,053
Initial Shareholders contingent earn-out	2,317	5,906
Level 1 [Member]
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable	736	1,296
Common stock warrant liability	0
Clene Nanomedicine contingent earn-out	0	0
Initial Shareholders contingent earn-out	0	0
Level 2 [Member]
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable	0	0
Common stock warrant liability	0
Clene Nanomedicine contingent earn-out	0	0
Initial Shareholders contingent earn-out	0	0
Level 3 [Member]
Fair Value (Details) - Schedule of fair value hierarchy of liabilities measured at fair value on recurring basis [Line Items]
Notes payable	0	0
Common stock warrant liability	474
Clene Nanomedicine contingent earn-out	18,100	52,053
Initial Shareholders contingent earn-out	$ 2,317	$ 5,906

Fair Value - Schedule of unobservable inputs to the conversion feature, warrant liability, and contingent earn-out valuation models (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contingent earn-out [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected stock price volatility	105.00%	85.00%
Risk-free interest rate	1.10%	0.40%
Expected dividend yield		0.00%
Expected term	4 years	5 years
Convertible Notes Payable [Member] \| Black Scholes Valuation Model [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected stock price volatility	105.00%
Risk-free interest rate	0.70%
Expected dividend yield	0.00%
Expected term	2 years 4 months 20 days
Common Stock Warrant Liability [Member] \| Black Scholes Valuation Model [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected stock price volatility	105.00%
Risk-free interest rate	1.20%
Expected dividend yield	0.00%
Common Stock Warrant Liability [Member] \| Black Scholes Valuation Model [Member] \| Minimum [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected term	3 years 10 months 20 days
Common Stock Warrant Liability [Member] \| Black Scholes Valuation Model [Member] \| Maximum [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Expected term	4 years 4 months 20 days

Fair Value - Schedule of changes in fair value of financial liabilities related to the notes payable, the derivative instrument, the preferred stock warrants, and the contingent earn-outs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Notes Payable [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning Balance	$ 1,296	$ 640
Issuance of convertible promissory notes
Initial fair value of instrument
Change in fair value	(560)	656
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Ending Balance	736	1,296
Derivative Instruments [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning Balance
Issuance of convertible promissory notes		705
Initial fair value of instrument
Change in fair value		(29)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)		(676)
Ending Balance
Preferred Stock Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning Balance		3,213
Issuance of convertible promissory notes
Initial fair value of instrument
Change in fair value		14,615
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock		(17,828)
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Ending Balance
Common Stock Warrant Liability [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning Balance
Issuance of convertible promissory notes		705
Initial fair value of instrument	1,457
Change in fair value	(983)	(29)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)		(676)
Ending Balance	474
Clene Nanomedicine Contingent Earnouts [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning Balance	52,053
Issuance of convertible promissory notes
Initial fair value of instrument		64,712
Change in fair value	(33,953)	(12,659)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Ending Balance	18,100	52,053
Initial Shareholders Contingent Earn-outs [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning Balance	5,906
Issuance of convertible promissory notes
Initial fair value of instrument		7,371
Change in fair value	(3,589)	(1,465)
Extinguishment of preferred stock warrant liability in connection with the conversion of redeemable convertible preferred stock
Extinguishment of derivative liability in connection with extinguishment of the 2020 Convertible Notes (Note 12)
Ending Balance	$ 2,317	$ 5,906

Redeemable Convertible Preferred Stock (Details)	12 Months Ended
Redeemable Convertible Preferred Stock (Details)	Dec. 31, 2021 shares
Redeemable Convertible Preferred Stock [Line Items]
Aggregate of converted shares (in Shares)	482,703
Convertible Common Stock [Member]
Redeemable Convertible Preferred Stock [Line Items]
Aggregate of converted shares (in Shares)	36,893,894

Common Stock (Details) - USD ($)			1 Months Ended		6 Months Ended	12 Months Ended
Common Stock (Details) - USD ($)	Jul. 15, 2021	Jul. 15, 2021	May 31, 2021	Dec. 30, 2020	Dec. 20, 2021	Dec. 31, 2021	Dec. 31, 2020	May 18, 2021
Class of Stock [Line Items]
Common stock, shares authorized						150,000,000	100,000,000
Common stock, par value (in Dollars per share)						$ 0.0001	$ 0.0001
Preferred stock, shares authorized						1,000,000
Preferred stock par value (in Dollars per share)						$ 0.0001
Issuance of common stock upon the reverse recapitalization				2,303,495
Issuance of common stock for advisory fees				644,164
Investor Purchased Shares				2,239,500
Shares price (in Dollars per share)				$ 10.00
Net Proceed				$ 22,200,000
Private Placement Warrants Description							In addition, investors in the 2020 PIPE also received warrants to purchase a number of shares equal to one-half of the number of 2020 PIPE shares, totaling 1,119,750 shares of Common Stock, at $0.01 per share and subject to a 180-day holding period (see Note 10).
Proceeds from Issuance of Warrants					$ 11,198
Exercise price per share	$ 11.50	$ 11.50				$ 0.01
Exercise Price Per Share		$ 11.50
Purchase Option Units	220,000	220,000
Net Issuance Shares		54,083
Net Issuance Warrants	49,166
Common stock, shares issued						62,312,097	59,526,171
Common stock, shares outstanding						62,312,097	59,526,171
Common Stock Shares Purchased			$ 960,540
Private investment in public equity Warrants [Member]
Class of Stock [Line Items]
Shares Issued Upon Exercise Of Warrants					1,119,750
Investors [Member]
Class of Stock [Line Items]
Net Proceed			$ 9,300,000
Common Stock Price Per Share			$ 9.63
Minimum [Member]
Class of Stock [Line Items]
Common stock, shares authorized								100,000,000
Maximum [Member]
Class of Stock [Line Items]
Common stock, shares authorized								150,000,000

Net Loss Per Share Attributable to Common Shareholders - Schedule of basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income loss	$ (9,740)	$ (19,277)
Denominator:
Weighted average shares outstanding	61,558,455	17,503,992
Net loss per share attributable to common shareholders, basic and diluted	$ (0.16)	$ (1.10)

- Definition

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

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

+ Details

Net Loss Per Share Attributable to Common Shareholders - Schedule of dilutive securities were excluded from the computation of diluted net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of dilutive securities were excluded from the computation of diluted net loss per share [Abstract]
Convertible stock warrants (see Note 11)	482,703	0
Common stock warrants (see Note 10)	4,477,045	4,446,613
Options to purchase common stock	10,395,027	7,032,591
Unvested restricted stock awards	916,603	0
Chardan Unit Purchase Option to purchase common stock (see Note 1)	0	242,000
Earn-out shares (see Note 3 and 12)	6,592,334	9,096,185
Total	22,863,712	20,817,389

Related Party Transactions (Details) - USD ($)	1 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Aug. 31, 2018	Aug. 31, 2018	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Exclusive rights intellectual property term	5 years
Related party transaction royalty fee rate for revenues		3.00%
Product revenues under supply agreement			$ 500,000	$ 100,000
Product revenues not under supply agreement			100,000	100,000
Royality revenues			200,000	30,000
Deferred revenue			$ 0	$ 100,000

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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+ Details

Geographic and Segment Information - Schedule of Property and Equipment, Net by Location (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Geographic and Segment Information (Details) - Schedule of property and equipment, net by location [Line Items]
Total property and equipment, net	$ 5,172	$ 4,225
United States [Member]
Geographic and Segment Information (Details) - Schedule of property and equipment, net by location [Line Items]
Total property and equipment, net	5,142	3,997
Australia [Member]
Geographic and Segment Information (Details) - Schedule of property and equipment, net by location [Line Items]
Total property and equipment, net	$ 30	$ 228

Geographic and Segment Information - Schedule of Profit and Loss Information by Reportable Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Geographic and Segment Information (Details) - Schedule of drugs and supplements segments [Line Items]
Revenue from external customers	$ 723	$ 206
Depreciation expense	(955)	(963)
Stock compensation expense	(12,384)	(761)
Income (loss) from operations	(49,978)	(20,214)
Drugs [Member]
Geographic and Segment Information (Details) - Schedule of drugs and supplements segments [Line Items]
Revenue from external customers	0	0
Depreciation expense	(910)	(955)
Stock compensation expense	(12,384)	(761)
Income (loss) from operations	(50,183)	(20,355)
Supplements [Member]
Geographic and Segment Information (Details) - Schedule of drugs and supplements segments [Line Items]
Revenue from external customers	723	206
Depreciation expense	(45)	(7)
Stock compensation expense	0	0
Income (loss) from operations	$ 205	$ 141

- Definition

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

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+ Details

Geographic and Segment Information - Schedule of Reconciliation of Operating Loss from Segments to Consolidated Net Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Segment loss from operations	$ (49,978)	$ (20,214)
Total other income (expense), net	39,810	1,343
Net loss before income taxes	$ (10,168)	$ (18,871)

- Definition

+ References

+ Details

Geographic and Segment Information - Schedule of Reconciliation of Total Assets by Reportable Segment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 63,063	$ 68,243
Drugs [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	12,052	8,066
Supplements [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	337	504
Corporate [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 50,674	$ 59,673

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Geographic and Segment Information - Schedule of Additions to Long-lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting, Asset Reconciling Item [Line Items]
Additions to long-lived assets	$ 1,332,000	$ 387,000
Drugs [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Additions to long-lived assets	1,332,000	387,000
Supplements [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Additions to long-lived assets	0	0
Corporate [Member]
Segment Reporting, Asset Reconciling Item [Line Items]
Additions to long-lived assets	$ 0	$ 0

Subsequent Events (Details) - USD ($) $ in Thousands	12 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Feb. 11, 2022
Subsequent Events (Details) [Line Items]
Lease description	On August 10, 2021, we entered into an operating lease for laboratory space that replaced a previous operating lease for the same facility. The commencement of the lease and the termination of the previous lease was effective as of February 1, 2022.
Lease liability arising from obtaining right-of-use assets, leasehold improvements, and lease incentives	$ 2,892	$ 820
Gain on termination of lease	0	$ 51
2021 Avenue Loan [Member] \| Tranche Two [Member]
Subsequent Events (Details) [Line Items]
Unfunded amount	$ 10,000
Subsequent Event [Member] \| 2021 Avenue Loan [Member] \| Tranche Two [Member]
Subsequent Events (Details) [Line Items]
Unfunded amount			$ 10,000