CLNN Clene Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

First Amendment to August 2025 Senior Secured Convertible Promissory Notes

On May 18, 2026, Clene Inc. (the “Company”) entered into an amendment (the “Amendment”) to the senior secured convertible promissory notes (the “Notes”) with AE Capital Limited, A Global Chorus Foundation and Glenn and Shelina Way. The Notes were issued on August 13, 2025. Pursuant to the Amendment, (i) the maturity date was extended to the earlier of (A) August 13, 2027 or (B) a change in control as defined in the Amendment (the “Maturity Date”); and (ii) monthly aggregate principal and accrued interest payments of $150,000 per month, which were scheduled to commence on September 13, 2026, were deferred, with the full balance of principal and accrued interest due on the Maturity Date.

The other material terms of the Notes remain effective as described in the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2025.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended 2020 Stock Plan

On May 21, 2026, the stockholders of the Company voted at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to approve the Clene Inc. Amended 2020 Stock Plan (the “Plan”) to increase the number of shares of common stock, par value $0.0001 per share (“Common Stock”) reserved for issuance thereunder by 1,000,000 shares. The Company’s Board of Directors (the “Board”) previously approved the Plan, subject to stockholder approval at the Annual Meeting. The Plan became effective at the time of stockholder approval.

The material terms of the Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2026, under the heading “Proposal No. 4 – Approval of an Amendment to our Amended 2020 Stock Plan to Increase the Number of Shares of Common Stock Reserved for Issuance” which is incorporated herein by reference. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of the Company was held on May 21, 2026. At the Annual Meeting, the Company’s stockholders voted on the following four proposals and cast their votes as described below.

1.

The following nominees were elected to serve as Class III directors until the expiration of their three-year term at the annual meeting of stockholders in 2029, or until their successors are duly elected and qualified, based upon the following votes:

For

Withheld

Broker Non-Votes

Robert Etherington

3,904,259

791,450

3,057,461

Shalom Jacobovitz

3,711,448

984,261

3,057,461

Alison H. Mosca

3,675,073

1,020,636

3,057,461

2.

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026 was ratified based upon the following votes:

For

Against

Abstained

7,737,513

11,372

4,285

1

3.

The compensation of the Company’s Named Executive Officers was approved, on an advisory basis, based upon the following votes:

For

Against

Abstained

Broker Non-Votes

3,973,504

660,734

61,471

3,057,461

4.

An amendment to the Clene Inc. Amended 2020 Stock Plan was approved, thus increasing the number of shares of Common Stock reserved for issuance thereunder by 1,000,000 shares, based upon the following votes:

For

Against

Abstained

Broker Non-Votes

4,204,336

475,626

15,747

3,057,461

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit Description

10.1

Form of Amended & Restated Senior Secured Convertible Promissory Note.

10.2

Clene Inc. Amended 2020 Stock Plan.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

2