Clene Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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On August 13, 2025, Clene Inc. (the “Company”) entered into the first amendment (the “Amendment”) to the senior secured convertible promissory notes (collectively, the “December 2024 Notes”) which were issued by the Company on December 17, 2024 to Kensington Clene 2024, LLC (“Kensington”), 4Life Research, LLC (“4Life”) and La Scala Investments, LLC (“La Scala,” and collectively with Kensington and 4Life, the “December 2024 Note Purchasers”). Pursuant to the Amendment, the following changes were made to the December 2024 Notes:

 

 

 

 

The other material terms of the December 2024 Notes remain effective as described in the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2024.

 

The foregoing description of the Amendment and the December 2024 Notes do not purport to be complete and are qualified in their entirety by reference to the text of the Amendment and the December 2024 Notes, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K (the “Current Report”), respectively, and are incorporated herein by reference.

 

The December 2024 Note Purchasers have pre-existing relationships with the Company. Kensington is controlled and managed by Alison Mosca, a member of the board of directors of the Company. The Company has exclusive license and supply agreements with 4Life, through which it licenses and sells supplement products. Additionally, the co-founder and chairman of the board of directors of 4Life, David Lisonbee, is a member of the board of directors of Clene Nanomedicine, Inc., a wholly-owned subsidiary of the Company. La Scala is also controlled by Mr. Lisonbee.

 

 

On August 13, 2025, the Company entered into a note purchase agreement (the “August 2025 Note Purchase Agreement”) by and among the Company and AE Capital Limited, A Global Chorus Foundation and Glenn and Shelina Way (together with AE Capital Limited and A Global Chorus Foundation, the “August 2025 Note Purchasers”), pursuant to which the Company agreed to sell, and the August 2025 Note Purchasers agreed to purchase, the Company’s senior secured convertible promissory notes (collectively, the “ August 2025 Notes”) in a principal amount totaling $1,500,000.

 

 

The August 2025 Notes bear interest at a per annum rate of 12% and mature on the earlier of (i) the date that is 18 months following the closing date or (ii) a “Change in Control” as described below and in the August 2025 Notes. Monthly principal repayments of $150,000 per month, made pro rata to the holders of the August 2025 Notes, will commence on the 13-month anniversary of issuance and will continue until maturity. Monthly interest payments will be capitalized and added to the principal balance of the August 2025 Notes. At the sole election of the holder of an August 2025 Note, up to 65% of the outstanding initial principal balance of $1,500,000 may be converted into the number of shares of the Company’s Common Stock, equal to the outstanding principal balance elected by the holder to be converted divided by $4.44. Notwithstanding the foregoing, in the event that the holder of an August 2025 Note declines to convert its pro rata share of outstanding principal balance, the remaining holders of the August 2025 Notes may convert additional amounts, provided that no outstanding principal balance converted among all August 2025 Notes exceeds $975,000.

 

A Change in Control means a merger or consolidation of the Company with or into any other entity in which the stockholders of the Company immediately prior to the merger or consolidation do not own more than 50% of the outstanding voting power (assuming conversion of all convertible securities and the exercise of all outstanding options and warrants) of the surviving entity or the sale, lease, licensing, transfer or other disposition of all or substantially all the assets of the Company; provided, however, that any new issuance of capital stock of the Company to one or more third parties for the sole purpose of providing new funding for the Company or solely in connection with a public offering of the Company’s stock shall not constitute a Change in Control.

 

In the event of a Change in Control or any bankruptcy, liquidation, or other restructuring process, the holder of an August 2025 Note may, at its option, (i) convert up to 65% of the outstanding principal balance of the August 2025 Notes into Common Stock, (ii) receive a total return, paid in cash, equal to 115% of the outstanding principal balance of the August 2025 Notes, or (iii) any combination thereof, prior to such monetization event, before any security or claim junior to the August 2025 Notes shall receive any proceeds from such monetization event.

 

If an event of default occurs and is continuing as set forth in the August 2025 Notes, the holders of the December 2024 Notes and August 2025 Notes (together, the “Related Notes”) whose aggregate principal amounts represent a majority of all then-outstanding principal of the Related Notes may declare the Related Notes to be due and payable immediately and the Company shall pay to the holders an amount equal to the product of (i) the outstanding principal amount of the Related Notes plus all accrued and unpaid interest, and (ii) 10% on all such outstanding amounts.

 

Kensington serves as the collateral agent under the August 2025 Note Purchase Agreement. Kensington is controlled and managed by Alison Mosca, a member of the board of directors of the Company.

 

The foregoing description of the August 2025 Note Purchase Agreement and the August 2025 Notes do not purport to be complete and are qualified in their entirety by reference to the text of the August 2025 Note Purchase Agreement and the August 2025 Notes, which are filed as Exhibits 10.3 and 10.4 to this Current Report, respectively, and are incorporated herein by reference.

 

 

On August 14, 2025, Clene Inc. (the “Company”) issued a press release announcing its second quarter 2025 financial results and recent operating highlights for its quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

The information furnished in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings, except as shall be expressly set forth by specific reference in such a filing.

 

 

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report.

 

 

 

(d) Exhibits

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.