v3.26.3
Note 11 - Benefit Plans
9 Months Ended
Sep. 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 $39,000 and $33,000 during the three months ended September 30, 2026 and 2025, respectively; and $0.1 million and $0.1 million during the nine months ended September 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 September 30, 2026, a total of 108,664 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 September 30, 2026, a total of 3,381,814 stock options and other stock awards had been granted under the 2020 Plan, and 838,186 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 nine months ended September 30, 2026 and 2025 was as follows:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 

(in thousands)

 

2026

  

2025

  

2026(1)

  

2025

 

General and administrative

 $555  $949  $1,667  $2,717 

Research and development

  524   754   1,764   2,300 

Total stock-based compensation expense

 $1,079  $1,703  $3,431  $5,017 

 

(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 nine months ended September 30, 2026 and 2025 was as follows:

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 

(in thousands)

 

2026

  

2025

  

2026(1)

  

2025

 

Stock options

 $1,079  $1,703  $3,431  $5,146 

Stock awards(2)

  —   —   —   (129)

Total stock-based compensation expense

 $1,079  $1,703  $3,431  $5,017 

 

(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 nine months ended September 30, 2026 were 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

  707,572   5.44   9.52   — 

Forfeited

  (16,568)  7.45   —   — 

Expired

  (4,066)  27.64   —   — 

Outstanding – September 30, 2026

  3,474,139  $17.72   7.76  $128 

Vested and exercisable – September 30, 2026

  2,397,055  $22.58   7.49  $128 

Vested, exercisable or expected to vest – September 30, 2026

  3,474,139  $17.72   7.76  $128 

 

As of September 30, 2026 and December 31, 2025, we had approximately $3.3 million and $4.8 million, respectively, of unrecognized stock-based compensation costs related to unvested stock options that are expected to be recognized over a weighted-average period of 2.06 years and 1.52 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  September 30, 2026 and December 31, 2025.

 

The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2026 and 2025 was $4.31 and $3.79, respectively. The assumptions used to calculate the fair value of stock options granted during the nine months ended September 30, 2026 and 2025 were as follows:

 

  

Nine Months Ended September 30,

 
  

2026

  

2025

 

Expected stock price volatility

  96.64% – 107.55%  96.77% – 110.25%

Risk-free interest rate

  3.65% – 4.32%  3.67% – 4.24%

Expected dividend yield

  0.00%  0.00%

Expected term of options (in years)

  5.00 – 6.09   5.00 – 6.25