Clene Inc. 8-K

What Happened

• Clene Inc. announced it entered a Securities Purchase Agreement on January 8, 2026 and closed the offering on January 13, 2026 to sell units consisting of common stock and two series of warrants. The offering generated approximately $6.0 million in gross proceeds before fees and expenses.
• The offering was placed by BTIG, LLC under a Placement Agency Agreement; the Company filed a related press release on January 9, 2026.

Key Details

• Units sold: 928,333 shares of common stock, each sold together with one Series A Warrant and one Series B Warrant; unit price: $6.50.
• Warrants: Series A — up to 1,114,000 shares (initial exercise price $6.00; may increase to $7.00 on specified triggers), 3‑year term; Series B — up to 2,599,333 shares (initial exercise price $6.00; may increase to $10.00 or $12.50 on specified triggers), 5‑year term. Warrants are immediately exercisable.
• Redemption/Call: If on the applicable measurement date the stock closes in‑the‑money, Clene can call unexercised warrants for $0.01 per warrant after a 7‑business‑day notice; unexercised warrants not exercised by 5:00 p.m. ET on the call date are automatically redeemed.
• Fees & restrictions: Placement Agent fee of 6.0% of gross proceeds plus reimbursement of legal fees up to $80,000; additional 6.0% cash fee payable on any warrant exercises per FINRA Rule 5110(g)(10). The Company agreed to limited issuance and registration restrictions (45‑day lockup and other timing limitations, and a 6‑month restriction on certain variable‑rate transactions).

Why It Matters

• Funding and runway: The transaction provides roughly $6.0M of gross cash to support general corporate purposes, including clinical development, access to ongoing and planned trials for CNM‑Au8, regulatory activities and early R&D — important for a clinical‑stage biotech with near‑term regulatory milestones.
• Investor impact: Warrants are immediately exercisable and, if exercised, will dilute existing shareholders; exercise prices and potential increases are tied to stock‑price and FDA milestone triggers, which can affect the timing and economics of dilution. The Placement Agent fees and additional fees on warrant exercise increase the effective cost of capital.
• Near‑term trading effects: Lock‑up agreements and issuance restrictions limit additional share sales for a defined period, but the callable warrant structure means future market‑price thresholds could prompt rapid warrant exercises or forced redemption, which investors should monitor.