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February 13, 2023
David J. Matlin
61 Cedar Pt. Lane
Sag Harbor, NY 11963
Re: Clene Inc.
Schedule 13D filed
by David J. Matlin
Filed February 6,
2023
File No. 005-91949
Dear David J. Matlin:
We have reviewed the
above-captioned filing, and have the following comments.
Please respond to this letter by amending the filing or by
providing the requested
information. If a belief exists that our comments do not apply to your
facts and circumstances or
that an amendment is inappropriate, please advise us why in a response
letter.
After reviewing any amendment to the filing and any information
provided in response
to these comments, we may have additional comments.
Schedule 13D filed February 6, 2023
General
1. We note the date of the
event reported as requiring the filing of the Schedule 13D was
November 2, 2022. Rule
13d-1(a) of Regulation 13D-G requires the filing of a Schedule
13D within 10 days
after the acquisition of more than five percent of a class of equity
securities specified in
Rule 13d-1(i). Based on the November 2, 2022 event date, the
Schedule 13D submitted
on February 6, 2023 was not timely filed. Please advise us why
the Schedule 13D was
not filed within the required 10 days after the acquisition.
2. We note footnote number
two to the cover page explains that the percentage of beneficial
ownership reported as
being owned is based upon 73,820,010 shares of the issuer s
common stock
outstanding. Under Rule 13d-3(d)(1), "a person is deemed to be the
beneficial owner of a
security....if that person has the right to acquire beneficial ownership
of such security [ ]
within sixty days..." and "[a]ny securities not outstanding which are
subject to such
options...shall be deemed to be outstanding for the purpose of computing
the percentage of
outstanding securities of the class...." Accordingly, please revise the
disclosure to clarify,
if true, that the amount of beneficial ownership was calculated in part
based on the amount
outstanding as determined under Rule 13d-3(d)(1).
David J. Matlin
61 Cedar Pt. Lane
February 13, 2023
Page 2
3. In response to Item 5(c) to Schedule 13D, the disclosure reads in part:
"[e]xcept as
described in this Schedule 13D...." Item 5(c) of Schedule 13D requires a
description of
"any transactions in the class of securities reported on that were
effected during the past
sixty days....." The disclosure offered in reply to this requirement
suggests transactions
have occurred within the specified sixty day period and have been
disclosed in the
Schedule 13D. Please revise to remove the implication that reportable
transactions did in
fact occur, or alternatively, disclose exactly which transactions did
occur within the period
specified under Item 5(c) of Schedule 13D.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy (202) 551-7576 or Nicholas
Panos at (202)
551-3266.
Sincerely,
FirstName LastNameDavid J. Matlin
Division of
Corporation Finance
Comapany Name61 Cedar Pt. Lane
Office of Mergers
& Acquisitions
February 13, 2023 Page 2
cc: Kevin Shuler, Esq.
FirstName LastName