UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2021, the Board of Directors (the “Board”) of Clene Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Vallerie V. McLaughlin, M.D. as a member of the Board, effective August 5, 2021. Dr. McLaughlin will serve as a Class III Director for the remainder of the current three (3) year term until the 2024 Annual Meeting of Stockholders, and until her successor is duly elected and qualified. Dr. McLaughlin was appointed as the third member of the Nominating and Corporate Governance Committee, effective contemporaneously upon her election to the Board.
The Board determined that Dr. McLaughlin qualifies as an independent director under the director independence standards set forth by the U.S. Securities and Exchange Commission and applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”). There are no arrangements or understandings between Dr. McLaughlin and any other person pursuant to which Dr. McLaughlin was appointed as a director. There are no transactions involving Dr. McLaughlin that are reportable under Item 404(a) of Regulation S-K.
In accordance with the Company’s Board of Directors Compensation Program (the “Program”) for nonemployee directors, and as approved by the Compensation Committee of the Board, Dr. McLaughlin received an award of non-qualified common stock options in connection with her appointment for 45,000 shares of the Company’s common stock with an exercise price of $9.37, equal to the closing price of the Company’s common stock on Nasdaq on August 5, 2021. The options vest in 36 equal installments on the last day of each calendar month, beginning August 31, 2021, until such shares are fully vested. In connection with the quarterly meeting of the Board on August 5, 2021, Dr. McLaughlin also received awards of non-qualified stock options having a value equal to the Black-Scholes equivalent of (i) $10,000 for service on the Board, and (ii) $1,000 for service on the Nominating and Corporate Governance Committee, with an exercise price of $9.37, equal to the closing price of the Company’s common stock on Nasdaq on August 5, 2021. The options vested immediately upon grant.
Item 8.01 Other Events.
On August 5, 2021, the Company issued a press release announcing the appointment of Dr. McLaughlin to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 99.1 | Press Release dated August 5, 2021 announcing the appointment of Dr. Vallerie McLaughlin to the Board of Directors | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clene Inc. | ||
| Date: August 9, 2021 | By: | /s/ Robert Etherington |
| Robert Etherington | ||
| President and Chief Executive Officer | ||
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