Note 11 - Benefit Plans

6 Months Ended

Jun. 30, 2026

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 $52,000 and $48,000 during the three months ended June 30, 2026 and 2025, respectively; and $0.1 million and $0.1 million during the six months ended June 30, 2026 and 2025, 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, 2026, a total of 109,060 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, May 2025, and May 2026. Currently, 4,220,000 shares of our common stock are reserved for issuance thereunder. As of June 30, 2026, a total of 3,366,236 stock options and other stock awards had been granted under the 2020 Plan, and 853,764 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, 2026 and 2025 was as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)		2026				2025				2026⁽¹⁾				2025
General and administrative		$	514			$	767			$	1,112			$	1,768
Research and development			526				600				1,240				1,546
Total stock-based compensation expense		$	1,040			$	1,367			$	2,352			$	3,314

(1)

Excludes $1.1 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.

Stock-based compensation expense by award type during the three and six months ended June 30, 2026 and 2025 was as follows:

		Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)		2026				2025				2026⁽¹⁾				2025
Stock options		$	1,040			$	1,496			$	2,352			$	3,443
Stock awards⁽²⁾			—				(129	)			—				(129	)
Total stock-based compensation expense		$	1,040			$	1,367			$	2,352			$	3,314

(1)

Excludes $1.1 million of stock options issued to pay deferred employee compensation recorded in accrued liabilities.

(2)

Stock awards include rights to restricted stock awards with market-based vesting conditions.

Stock Options

Outstanding stock options and related activity during the six months ended June 30, 2026 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, 2025			2,787,201			$	20.79				8.11			$	1,013
Granted			674,027				5.51				9.77				—
Forfeited			(1,413	)			6.84				—				—
Expired			(858	)			52.73				—				—
Outstanding – June 30, 2026			3,458,957			$	17.81				8.03			$	1,746
Vested and exercisable – June 30, 2026			2,235,242			$	23.67				7.72			$	1,162
Vested, exercisable or expected to vest – June 30, 2026			3,458,957			$	17.81				8.03			$	1,746

As of June 30, 2026 and December 31, 2025, we had approximately $4.3 million and $4.8 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 1.98 years and 1.52 years, respectively. Our unrecognized stock-based compensation cost excludes $2.8 million of stock options that vest based on performance conditions that we assessed as less than probable as of June 30, 2026 and December 31, 2025.

The weighted-average grant-date fair value of stock options granted during the six months ended June 30, 2026 and 2025 was $4.36 and $3.28, respectively. The assumptions used to calculate the fair value of stock options granted during the six months ended June 30, 2026 and 2025 were as follows:

		Six Months Ended June 30,
		2026				2025
Expected stock price volatility			96.64% – 107.55	%			103.78% – 110.25	%
Risk-free interest rate			3.65% – 4.27	%			4.05% – 4.24	%
Expected dividend yield			0.00	%			0.00	%
Expected term of options (in years)			5.00 – 6.09				5.00 – 6.25