Clene Inc. — Regulatory Filings 2021

Feb 8, 2021

8-K/A 1 ea134901-8ka2_clene.htm AMENDMENT NO. 2 TO FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 30, 2020

Clene Inc.

(Exact name of registrant as specified in its charter)

Delaware	01-39834	85-2828339
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6550 South Millrock Drive, Suite G50 Salt Lake City, Utah	84121
(Address of principal executive offices)	(Zip Code)

Tel: 801-676-9695

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value US$0.0001 per share	CLNN	The Nasdaq Stock Market LLC
Warrants, to acquire one-half of one share of Common Stock for $11.50 per share	CLNNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☒ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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EXPLANATORY NOTE

T his Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed by Clene Inc. on January 5, 2021 (the “Original Form 8-K”), as amended on January 12, 2021. The sole purpose of this amendment is to (i) correct the facing page in order to clarify that the warrants trading under the trading symbol CLNNW are to acquire one-half of one share of Common Stock of Clene Inc. for $11.50 per share, as stated in Item 2.01 of the Original Form 8-K, and (ii) amend and replace in its entirety Item 9.01(d) under the Original Form 8-K . This Form 8-K/A does not otherwise change or update the disclosure set forth in the Original Form 8-K, as amended, and does not otherwise reflect events after the Original Form 8-K was filed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

| Exhibit Number | Exhibit
Description |
| --- | --- |
| 2.1 | Merger
Agreement dated September 1, 2020 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 filed
by Chelsea Worldwide Inc. with the Securities and Exchange Commission on December 15, 2020) |
| 3.1 | Amended
and Restated Certificate of Incorporation of Clene Inc. |
| 3.2 | Bylaws
of Clene Inc. |
| 4.1 | Warrant
Agreement, dated August 1, 2018, by and between Continental Stock Transfer & Trust Company and the Tottenham Acquisitions
I Limited (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-4 filed by Chelsea Worldwide Inc.
with the Securities and Exchange Commission on December 15, 2020) |
| 10.1 | Escrow
Agreement, by and among Clene Inc., Fortis Advisors LLC and Continental Sotck Transfer & Trust Company, as the escrow
agent (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 filed by Chelsea Worldwide Inc.
with the Securities and Exchange Commission on December 15, 2020) |
| 10.2 | Form
of Lock-up Agreement (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 filed by Chelsea
Worldwide Inc. with the Securities and Exchange Commission on December 15, 2020) |
| 10.3 | Form
of Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed
by Chelsea Worldwide Inc. with the Securities and Exchange Commission on December 15, 2020) |
| 10.4 | 2020
Equity Incentive Plan |
| 10.5 | Form
of Indemnification Agreement between the Registration and its directors and executive officers (incorporated by reference
to Exhibit 10.18 to the Registration Statement on Form S-4 filed by Chelsea Worldwide Inc. with the Securities and Exchange
Commission on December 15, 2020) |
| 10.6 | Form
of Executive Employment Agreement (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed
by Chelsea Worldwide Inc. with the Securities and Exchange Commission on December 15, 2020) |
| 10.7 | Form
of Subscription Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed by Chelsea
Worldwide Inc. with the Securities and Exchange Commission on December 15, 2020) |
| 10.8# | License
Agreement, effective August 31, 2018, between Clene Nanomedicine, Inc. and 4Life Research, LLC (incorporated by reference
to Exhibit 10.14 to the Registration Statement on Form S-4 filed by Chelsea Worldwide Inc. with the Securities and Exchange
Commission on December 15, 2020) |
| 10.9 | Exclusive
Supply Agreement, dated August 31, 2018, between Clene Nanomedicine, Inc. and 4Life Research, LLC (incorporated by reference
to Exhibit 10.15 to the Registration Statement on Form S-4 filed by Chelsea Worldwide Inc. with the Securities and Exchange
Commission on December 15, 2020) |
| 10.10 | Lease
Agreement, dated May 9, 2016, and First Amendment of Lease Agreement, dated January 6, 2017, between Upper Chesapeake Flex
One, LLC and Clene Nanomedicine, Inc. (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4
filed by Chelsea Worldwide Inc. with the Securities and Exchange Commission on December 15, 2020) |
| 10.11## | Clinical
Research Support Agreement, dated September 27, 2019, between Clene Nanomedicine, Inc. and The General Hospital Corporation
(incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 filed by Chelsea Worldwide Inc. with
the Securities and Exchange Commission on December 15, 2020) |
| 16.1 | Letter
to the SEC from Friedman LLP, dated January 5, 2021. |
| 21.1 | Subsidiaries
of the Registrant |
| 99.1 | Press
Release, dated December 30, 2019 |
| 99.2 | Unaudited
pro forma condensed combined financial information |

---

| # | Schedules and similar attachments
to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally
a copy of such omitted materials to the SEC upon request. |
| --- | --- |
| ## | Certain portions of this exhibit have been redacted
pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the
exhibit to the SEC upon its request. |

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SIGNATURE

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

/s/ Robert Etherington
Robert Etherington
President, Chief Executive Officer and Director

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