Note 11 - Benefit Plans

6 Months Ended

Jun. 30, 2025

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 11. Benefit Plans

401(k) Plan

Our 401(k) plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. We match 100% of a participating employee’s deferral contributions up to 3% of annual compensation, limited to $4,500 of matching contributions. Our contributions to the 401(k) plan totaled $48,000 and $50,000 during the three months ended June 30, 2025 and 2024, respectively; and $0.1 million and $0.1 million during the six months ended June 30, 2025 and 2024, respectively.

Stock Compensation Plans

The Clene Nanomedicine, Inc. 2014 Stock Plan (the “2014 Plan”) was adopted in July 2014. Effective as of the closing of the Reverse Recapitalization, no additional awards may be granted under the 2014 Plan. As of June 30, 2025, a total of 152,955 stock options remained outstanding under the 2014 Plan.

The Clene Inc. 2020 Amended Stock Plan (the “2020 Plan”) was adopted in December 2020 and amended in May 2023, May 2024, and May 2025. Currently, 3,220,000 shares of Common Stock are reserved for issuance thereunder. As of June 30, 2025, a total of 2,212,957 stock options and other stock awards had been granted under the 2020 Plan, and 1,007,043 shares remained available for future grant.

Stock-Based Compensation Expense

Stock-based compensation expense recorded in research and development expense and general and administrative expense during the three and six months ended June 30, 2025 and 2024 was as follows:

		*Three Months Ended June 30,*								*Six Months Ended June 30,*
(in thousands)		*2025*				*2024*				*2025*				*2024*
General and administrative		$	767			$	1,048			$	1,768			$	2,184
Research and development			600				903				1,546				1,780
Total stock-based compensation expense		$	1,367			$	1,951			$	3,314			$	3,964

Stock-based compensation expense by award type during the three and six months ended June 30, 2025 and 2024 was as follows:

		*Three Months Ended June 30,*								*Six Months Ended June 30,*
(in thousands)		*2025*				*2024*				*2025*				*2024*
Stock options		$	1,496			$	1,951			$	3,443			$	3,953
Stock awards			(129	)			—				(129	)			11
Total stock-based compensation expense		$	1,367			$	1,951			$	3,314			$	3,964

Stock Options

Outstanding stock options and related activity during the six months ended June 30, 2025 was as follows:

(in thousands, except share, per share, and term data)		*Number of Options*				*Weighted Average Exercise Price Per Share*				*Weighted Average Remaining Term (Years)*				*Intrinsic Value*
Outstanding – December 31, 2024			1,944,252			$	27.90				8.24			$	59
Granted			384,429				3.93				9.70				—
Forfeited			(11,902	)			31.79				—				—
Expired			(3,984	)			10.60				—				—
Outstanding – June 30, 2025			2,312,795			$	23.93				8.09			$	98
Vested and exercisable – June 30, 2025			1,154,866			$	38.21				7.29			$	82
Vested, exercisable or expected to vest – June 30, 2025			2,312,795			$	23.93				8.09			$	98

As of June 30, 2025 and December 31, 2024, we had approximately $6.1 million and $8.3 million, respectively, of unrecognized stock-based compensation costs related to unvested stock options that is expected to be recognized over a weighted-average period of 1.83 years and 1.70 years, respectively. Our unrecognized stock-based compensation costs excludes $2.8 million of stock options that vest based on performance conditions that we assessed as less than probable as of June 30, 2025 and December 31, 2024.

The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2025 and 2024 was $3.28 and $6.51, respectively. The assumptions used to calculate the fair value of stock options granted during the six months ended June 30, 2025 and 2024 were as follows:

		Six Months Ended June 30,
		2025				2024
Expected stock price volatility			103.78% – 110.25	%			97.78% – 110.82	%
Risk-free interest rate			4.05% – 4.24	%			4.04% – 4.58	%
Expected dividend yield			0.00	%			0.00	%
Expected term of options (in years)			5.00 – 6.25				5.00 – 10.00

Stock Awards

Stock awards include rights to restricted stock awards with market-based vesting conditions and restricted stock units with service-based vesting conditions. We had no activity related to outstanding stock awards during the six months ended June 30, 2025. Outstanding stock awards and related activity during the six months ended June 30, 2025 was as follows:

		*Number of Stock Awards*				*Weighted Average Grant Date Fair Value*
Unvested balance – December 31, 2024			37,441			$	196.84
Forfeited			(663	)			196.84
Unvested balance – June 30, 2025			36,778			$	196.84

As of June 30, 2025 and December 31, 2024, we had no unrecognized stock-based compensation cost related to unvested stock awards.