Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Clene Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Vivo Opportunity Fund Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,886,469.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The number represents (i) 252,294 shares of common stock, par value $0.0001 per share (the "Common Stock") of Clene, Inc. (the "Issuer"), (ii) 302,752 shares of Common Stock issuable upon exercise of certain Series A Warrant issued in connection with a private offering of the Issuer in January 2026 (the "Series A Warrants"); (iii) 706,423 shares of Common Stock issuable upon exercise of certain Series B Warrants issued in connection with a private offering of the Issuer in January 2026 (the "Series B Warrants"); (iv) 312,500 shares of Common Stock issuable upon exercise of certain Tranche A Warrants issued in connection with an underwritten offering of the Issuer in June 2023 (the "Tranche A Warrants"); and (v) 312,500 shares of Common Stock issuable upon exercise of certain Tranche B Warrants issued in connection with the underwritten offering of the Issuer in June 2023 (the "Tranche B Warrants"). All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The Series A Warrants, Series B Warrants, Tranche A Warrants and Tranche B Warrants all contain provisions preventing the warrants from being exercised if such exercise would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of all the warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Vivo Opportunity, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,886,469.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number represents (i) 252,294 shares of Common Stock of the Issuer, (ii) 302,752 shares of Common Stock issuable upon exercise of the Series A Warrants; (iii) 706,423 shares of Common Stock issuable upon exercise of the Series B Warrants; (iv) 312,500 shares of Common Stock issuable upon exercise of the Tranche A Warrants; and (v) 312,500 shares of Common Stock issuable upon exercise of the Tranche B Warrants. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. The Series A Warrants, Series B Warrants, Tranche A Warrants and Tranche B Warrants all contain provisions preventing the warrants from being exercised if such exercise would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of all the warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Vivo Opportunity Cayman Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
127,420.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The number represents (i) 25,484 shares of Common Stock of the Issuer, (ii) 30,581 shares of Common Stock issuable upon exercise of the Series A Warrants; and (iii) 71,355 shares of Common Stock issuable upon exercise of the Series B Warrants. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. The Series A Warrants and Series B Warrants all contain provisions preventing the warrants from being exercised if such exercise would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of all the warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Vivo Opportunity Cayman, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
127,420.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number represents (i) 25,484 shares of Common Stock of the Issuer, (ii) 30,581 shares of Common Stock issuable upon exercise of the Series A Warrants; and (iii) 71,355 shares of Common Stock issuable upon exercise of the Series B Warrants. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. The Series A Warrants and Series B Warrants all contain provisions preventing the warrants from being exercised if such exercise would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of all the warrants, without giving effect to the blocking provisions.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Clene Inc. |
| (b) | Address of issuer's principal executive offices:
6550 South Millrock Drive, Suite G50, Salt Lake City, Utah, 84121 |
| Item 2. | |
| (a) | Name of person filing:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and (ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. (iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; and (iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. |
| (b) | Address or principal business office or, if none, residence:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and (ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. (iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; and (iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. |
| (c) | Citizenship:
(i) Vivo Opportunity Fund Holdings, L.P., a Delaware limited partnership; and (ii) Vivo Opportunity, LLC, a Delaware limited liability company. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. (iii) Vivo Opportunity Cayman Fund, L.P. a Cayman Islands limited partnership; and (iv) Vivo Opportunity Cayman, LLC is a Cayman Islands limited liability company. Vivo Opportunity Cayman, LLC is the general partner of Vivo Opportunity Cayman Fund, L.P. The address of the principal business office of the Reporting Persons is 192 Lytton Avenue, Palo Alto, CA 94301. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
|
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Vivo Opportunity, LLC may be deemed to beneficially own an aggregate of 1,886,469 shares of the Issuer's securities, consisting of (i) 252,294 shares of Common Stock of the Issuer, (ii) 302,752 shares of Common Stock issuable upon exercise of the Series A Warrants; (iii) 706,423 shares of Common Stock issuable upon exercise of the Series B Warrants; (iv) 312,500 shares of Common Stock issuable upon exercise of the Tranche A Warrants; and (v) 312,500 shares of Common Stock issuable upon exercise of the Tranche B Warrants. All securities are held of record by Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund Holdings, L.P. Vivo Opportunity Cayman, LLC may be deemed to beneficially own an aggregate of 127,420 shares of the Issuer's securities, consisting of (i) 25,484 shares of Common Stock of the Issuer, (ii) 30,581 shares of Common Stock issuable upon exercise of the Series A Warrants; and (iii) 71,355 shares of Common Stock issuable upon exercise of the Series B Warrants. All securities are held of record by Vivo Opportunity Cayman Fund, L.P. Vivo Opportunity Cayman, LLC is the general partner of Vivo Oppor
tunity Cayman Fund, L.P. The Series A Warrants, Series B Warrants, Tranche A Warrants and Tranche B Warrants all contain provisions preventing the warrants from being exercised if such exercise would result in the holder obtaining greater than 9.99% of the Issuer's voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon full exercise of all the warrants, without giving effect to the blocking provisions. |
| (b) | Percent of class:
Vivo Opportunity Fund Holdings, L.P.: 9.99% Vivo Opportunity, LLC: 9.99% Vivo Opportunity Cayman Fund, L.P.: 9.99% Vivo Opportunity Cayman, LLC: 9.99% %
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| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
Vivo Opportunity Fund Holdings, L.P.: 1,886,469 shares Vivo Opportunity, LLC: 1,886,469 shares Vivo Opportunity Cayman Fund, L.P.: 127,420 shares Vivo Opportunity Cayman, LLC: 127,420 shares | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
Vivo Opportunity Fund Holdings, L.P.: 1,886,469 shares Vivo Opportunity, LLC: 1,886,469 shares Vivo Opportunity Cayman Fund, L.P.: 127,420 shares Vivo Opportunity Cayman, LLC: 127,420 shares | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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