SCHEDULE 13G/A: Alison Mosca Reports 19.7% Beneficial Ownership in Clene Inc. Through Various Entities

Alison Mosca has filed an Amendment No. 3 to Schedule 13G, disclosing a 19.7% beneficial ownership stake in Clene Inc. as of December 31, 2024, totaling 1,893,162 shares.

Summary

• Alison Mosca beneficially owns 1,893,162 shares of Clene Inc. common stock, representing 19.7% of the class.
• This ownership includes 1,973 shares held directly, 30,804 shares from options, 398,572 shares from warrants, and 917,431 shares subject to conversion from a promissory note.
• Shared voting and dispositive power accounts for 1,860,385 shares, held through entities such as Kensington Clene 2021, LLC (321,052 shares), the Robert C. Gay 1998 Family Trust (72,997 shares), and Kensington Investments, L.P. (150,333 shares), in addition to warrants and the convertible note.
• Sole voting and dispositive power covers 32,777 shares, comprising direct holdings and options.
• The convertible note includes a provision limiting conversion into common shares if such conversion, combined with warrant exercises, would require stockholder approval under Nasdaq Stock Market rules.
• The percentage of class is based on 8,248,719 shares of Common Stock outstanding as of January 21, 2025, as stated in Clene Inc.'s Form S-3 filed on January 24, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would significantly alter sentiment positively or negatively. It is a routine regulatory filing.

Risks

• The convertible promissory note held by Kensington Clene 2024, LLC, for which Ms. Mosca is the sole manager, has a provision limiting the Reporting Person's ability to convert certain amounts into common shares if such conversion, together with the exercise of any warrants, would require stockholder approval under Nasdaq Stock Market rules. This could restrict the full conversion of the note and warrants.

Future Outlook

The document indicates a future limitation on the conversion of a promissory note and warrants into common shares if such conversion would trigger Nasdaq Stock Market rules requiring stockholder approval.

Management Comments

• Alison Mosca, the Reporting Person, holds sole voting and dispositive power over 32,777 shares, which includes options to purchase 30,804 shares of common stock.
• Shared voting and dispositive power covers 1,860,385 shares, encompassing warrants to purchase 398,572 shares of common stock and 917,431 shares subject to conversion from a promissory note.
• Ms. Mosca disclaims beneficial ownership of securities held in Kensington Clene 2021, LLC, the Family Trust, Kensington Clene 2024, LLC, and Kensington Investments, L.P., except to her pecuniary interest therein.

Industry Context

This filing is a routine disclosure of beneficial ownership and does not provide information related to broader industry trends or competitive landscape.

Corporate Governance

Related Party Transactions

• Alison Mosca's beneficial ownership includes shares held by Kensington Clene 2021, LLC, Kensington Clene 2024, LLC, the Robert C. Gay 1998 Family Trust, and Kensington Investments, L.P., entities where Ms. Mosca serves as sole manager, trustee, or chief executive officer, indicating related party holdings.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant individual's ownership stake and the structure of their holdings, including potential future conversions.

Key Dates

Keywords

Clene Inc., beneficial ownership, Schedule 13G, Alison Mosca, common stock, institutional ownership, SEC filing, convertible note, warrants