Clene Inc.

The Amended 2020 Stock Plan, which replaced our Clene Nanomedicine, Inc. 2014 Stock Plan (the “2014 Stock Plan”), was initially approved by our stockholders on December 30, 2020 and was previously amended on May 9, 2023, May 29, 2024, and May 22, 2025. The purpose of the Amended 2020 Stock Plan is to attract and retain the services of (i) selected employees (currently 68 persons), executive officers (currently 3 persons), non-employee directors of the Company or any parent or subsidiary (currently 8 persons), and (ii) selected nonemployee agents, consultants, advisers, and independent contractors of the Company or any parent or subsidiary (currently 5 persons).

Our Board has unanimously adopted, and is submitting for stockholder approval, an amendment to the Amended 2020 Stock Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 1,000,000 shares (from 3,220,000 shares to 4,220,000 shares). As of March 25, 2026, we had a total of 11,778,307 shares of Common Stock issued and outstanding,3,006,484 shares of Common Stock issued under the Amended 2020 Stock Plan as stock options, and 197,177 remaining shares of Common Stock available for grant under the Amended 2020 Stock Plan. As of March 25, 2026, the closing price of our Common Stock on Nasdaq was$5.48. Accordingly, our Board has determined that there are not sufficient shares of Common Stock available under the Amended 2020 Stock Plan to support our intended compensation programs over the near term. Our Board believes that our equity compensation program, as implemented under the Amended 2020 Stock Plan, allows us to remain competitive with comparable companies in our industry by giving us the resources to attract and retain talented individuals to achieve our business objectives and build stockholder value. The ability to grant options and other equity-based awards helps us to motivate employees, executive officers, directors, and consultants and encourage them to devote their best efforts to our business and financial success.

If the Company’s stockholders approve this Proposal No. 4, we expect the number shares of Common Stock available for issuance under the Amended 2020 Stock Plan will be sufficient to meet our expected needs for one to two years based on our historical practices and performance and our anticipated future plans as determined by the Compensation Committee with input from its independent compensation consultant and our management. If the Company’s stockholders do not approve this Proposal No. 4, the current Amended 2020 Stock Plan will continue in its current form, but the proposed 1,000,000 share increase will not be effective and could result in a serious disruption of our compensation programs and will limit our ability to attract and retain the services of employees, executive officers, directors, and consultants.