Statement of Ownership (sc 13g)
28 Giugno 2023 - 10:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )*
Clene,
Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
185634102
(CUSIP
Number)
June
21, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| 1. |
NAMES
OF REPORTING PERSONS
Vivo
Opportunity Fund Holdings, L.P. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
þ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
17,737,800
(1)(2) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
17,737,800
(1)(2) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,737,800
(1)(2) |
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(2) |
| 12. |
TYPE
OF REPORTING PERSON
PN |
| (1) | The
number represents (i) 5,237,800 shares of common stock, par value $0.0001 per share (the
“Common Stock”) of Clene, Inc. (the “Issuer”)
as of June 27, 2023, (ii) 6,250,000 shares of Common Stock issuable upon exercise of Tranche
A Warrants that are exercisable within 60 days of this Statement, and (iii) 6,250,000 shares
of Common Stock issuable upon exercise of Tranche B Warrants that are exercisable within
60 days of this Statement, based on 128,397,489 shares of the Issuer’s Common Stock
issued and outstanding, on an as-adjusted basis to give effect to the issuance of 50,000,000
shares of Common Stock in the Issuer’s public offering through the prospectus supplement
filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June
16, 2023, and the accompanying prospectus dated April 26, 2022. 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. |
| (2) | The Tranche A Warrants and
Tranche B Warrants 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 exercise of the Tranche A Warrant and Tranche B Warrant
in full, and do not give effect to the blocking provisions. |
| 1. |
NAMES
OF REPORTING PERSONS
Vivo
Opportunity, LLC |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b) þ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
17,737,800
(1)(2) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
17,737,800
(1)(2) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,737,800
(1)(2) |
| 10. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
(2) |
| 12. |
TYPE
OF REPORTING PERSON
OO |
| (1) | The
number represents (i) 5,237,800 shares of Common Stock of the Issuer, (ii) 6,250,000 shares
of Common Stock issuable upon exercise of Tranche A Warrants that are exercisable within
60 days of this Statement, and (iii) 6,250,000 shares of Common Stock issuable upon exercise
of Tranche B Warrants that are exercisable within 60 days of this Statement, based on 128,397,489
shares of the Issuer’s Common Stock issued and outstanding, on an as-adjusted basis
to give effect to the issuance of 50,000,000 shares of Common Stock in the Issuer’s
public offering through the prospectus supplement filed pursuant to Rule 424(b)(5), filed
with the Securities and Exchange Commission on June 16, 2023, and the accompanying prospectus
dated April 26, 2022. 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. |
| (2) | The
Tranche A Warrants and Tranche B Warrants 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 exercise
of the Tranche A Warrant and Tranche B Warrant in full, and do not give effect to the blocking
provisions. |
| |
(a) |
Name
of Issuer: |
| |
|
Clene,
Inc. (the “Issuer”) |
| |
|
|
| |
(b) |
Address
of Issuer’s Principal Executive Offices: |
| |
|
6550
South Millrock Drive, Suite G50 Salt Lake City, Utah |
| |
(a)
– (c) |
Name
of Persons Filing; Address; 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.
|
| |
|
|
| |
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, par value $0.0001 per share (“Common Stock”). |
| |
|
|
| |
(e) |
CUSIP
Number: |
| |
|
185634102 |
| Item
3. | If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| |
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act; |
| |
|
|
|
| |
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act; |
| |
|
|
|
| |
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act; |
| |
|
|
|
| |
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940; |
| |
|
|
|
| |
(e) |
☐ |
An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
☐ |
A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| |
|
|
|
| |
(h) |
☐ |
A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
| |
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| |
|
|
|
| |
(j) |
☐ |
A
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| |
|
|
|
| |
(k) |
☐ |
Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please
specify the type of institution: |
| |
|
|
|
| |
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| |
(a) and (b) |
Amount
beneficially owned: |
| |
|
|
| |
|
The
information set forth in rows 5 through 11 of the cover pages is incorporated by reference into this Item 4. |
| |
|
|
| |
|
The
shares reported in this Schedule 13G include (i) 5,237,800 shares of Common Stock of the Issuer, (ii) 6,250,000 shares of Common
Stock issuable upon exercise of Tranche A Warrants that are exercisable within 60 days of this Statement, and (iii) 6,250,000 shares
of Common Stock issuable upon exercise of Tranche B Warrants that are exercisable within 60 days of this Statement. 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
Tranche A Warrants and Tranche B Warrants 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 this
Item 4 represent the number of shares of Common Stock that would be exercisable upon exercise of the Tranche A Warrants and Tranche
B Warrants in full, and do not give effect to the blocking provisions. |
| |
|
|
| |
(c) |
Number of shares as
to which such person has: |
| Reporting Person | |
Sole Voting Power | | |
Shared Voting Power | | |
Sole Dispositive Power | | |
Shared Dispositive Power | | |
Percentage of Common Stock Outstanding | |
| Vivo Opportunity Fund Holdings, L.P. | |
| 17,737,800 | | |
| 0 | | |
| 17,737,800 | | |
| 0 | | |
| 9.99 | %* |
| Vivo Opportunity, LLC | |
| 17,737,800 | | |
| 0 | | |
| 17,737,800 | | |
| 0 | | |
| 9.99 | %* |
| * | The
percent of class was based on 128,397,489 shares of the Issuer’s Common Stock issued and outstanding on an as-adjusted basis to
give effect to the issuance of 50,000,000 shares of Common Stock in the Issuer’s public offering through the prospectus supplement
filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on June 16, 2023, and the accompanying prospectus
dated April 26, 2022, plus the shares of Common Stock exercisable upon exercise of Tranche A Warrants and Tranche B warrants, after giving
effect to the blocking provisions described above, which prevent the Reporting Persons from exercising the Tranche A Warrants and the
Trance B Warrants in excess of 9.99% of the Issuer’s voting securities. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| 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.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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.
Date:
June 28, 2023
| VIVO
OPPORTUNITY FUND HOLDINGS, L.P, |
|
| |
|
By: |
Vivo Opportunity, LLC |
|
| Its: |
General Partner |
|
|
|
| /s/
Gaurav Aggarwal |
|
| Name: |
Gaurav Aggarwal |
|
| Title: |
Managing Member |
|
|
|
|
| VIVO
OPPORTUNITY, LLC |
|
| |
|
| /s/
Gaurav Aggarwal |
|
| Name: |
Gaurav Aggarwal |
|
| Title: |
Managing Member |
|
EXHIBIT
INDEX
Exhibit
7
Grafico Azioni Clene (NASDAQ:CLNN)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Clene (NASDAQ:CLNN)
Storico
Da Gen 2024 a Gen 2025
