Clene Inc.

DEF 14A 1 clnn20250512_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

CLENE INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 10, 2026

Dear Stockholder:

You are cordially invited to attend Clene Inc.’s 2026 Annual Meeting of Stockholders on Thursday, May 21, 2026 at 11:00 a.m. Mountain Daylight Time at our corporate offices located at 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah 84121. You will be able to vote online prior to the Annual Meeting by visitingwww.proxyvote.com, as well as in person at the Annual Meeting. The Corporate Secretary’s Notice of Annual Meeting of Stockholders and the Proxy Statement appear on the following pages and describe the matters to be acted upon at the Annual Meeting.

We hope that you can join us. However, whether or not you plan to attend, please vote your shares as soon as possible so that your vote will be counted.

Sincerely,

Robert Etherington

President, Chief Executive Officer and Director

Clene Inc.

6550 South Millrock Drive, Suite G50

Salt Lake City, Utah 84121

April 10, 2026

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

To the Stockholders of Clene Inc:

Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Clene Inc., a Delaware corporation (the “Company,” “Clene,” “we,” “us,” or “our”), will be held on Thursday, May 21, 2026 at 11:00 a.m. Mountain Daylight Time at our corporate offices located at 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah 84121. The Annual Meeting will be conducted for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board has selected Wednesday, March 25, 2026, as the record date (the “Record Date”) for determining stockholders entitled to vote at the Annual Meeting. Accordingly, only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting and any adjournment or postponement thereof. A list of stockholders as of that date will be available for inspection during ordinary business hours at our principal executive offices at 6550 South Millrock Drive, Suite G50, Salt Lake City, Utah 84121 for ten days before the Annual Meeting. If you would like to view the list, please contact us to schedule an appointment by emailingir@clene.com. In addition, the list will be available for inspection by stockholders during the Annual Meeting.

Except for those stockholders that have already requested printed copies of our proxy materials, the proxy materials for the Annual Meeting will be furnished to you online. We anticipate that on or about April 10, 2026, we will mail or email our stockholders of record a Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our 2026 Proxy Statement and 2025 Annual Report on Form 10-K (the “Annual Report”) and how to vote. If you prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability to request a printed copy of the proxy materials.

We believe that mailing or emailing the Notice of Internet Availability and posting the proxy materials online allows us to provide you with the information you need more quickly while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

All stockholders of record are cordially invited to attend the Annual Meeting. You will be able to vote your shares electronically prior to the Annual Meeting by visitingwww.proxyvote.com and in person at the Annual Meeting.

For instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability you received in the mail, the section titled “How do I Vote” in the Proxy Statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

Whether or not you plan to attend the Annual Meeting, please vote your shares as soon as possible in accordance with the instructions provided to you in the Notice of Internet Availability to ensure that your vote is counted at the Annual Meeting.

Any stockholder of record attending the Annual Meeting may vote at the Annual Meeting even if such stockholder has previously returned a proxy. Each stockholder may appoint only one proxy holder to attend the Annual Meeting on such stockholder’s behalf. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

By Order of the Board of Directors,

Jerry Miraglia

General Counsel and Corporate Secretary

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