Amendment: SEC Form SCHEDULE 13G/A filed by Clene Inc.
$CLNN
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Clene Inc. (Name of Issuer) |
Common Stock, $.0001 par value (Title of Class of Securities) |
185634102 (CUSIP Number) |
12/20/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 185634102 |
| 1 | Names of Reporting Persons
4Life Research, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UTAH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
314,523.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The amounts reported consist of 199,844 shares of common stock and 114,679 shares of common stock issuable upon conversion of a convertible promissory note held by 4Life Research, LLC, of which David Lisonbee is the majority beneficial owner and manager, and over which David Lisonbee may be deemed to have sole voting and dispositive power. The convertible promissory notes include a provision limiting the issuance of common shares upon conversion, to the extent such conversion, together with the exercise of any warrants, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market.
SCHEDULE 13G
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| CUSIP No. | 185634102 |
| 1 | Names of Reporting Persons
David Lisonbee | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UTAH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
555,328.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The amounts reported consist of:
(a) 199,844 shares of common stock and 114,679 shares of common stock issuable upon conversion of a convertible promissory note held by 4Life Research, LLC (reported on page 2 of this Schedule 13G), of which David Lisonbee is the majority beneficial owner and manager, and over which David Lisonbee may be deemed to have sole voting and dispositive power;
(b) 27,131 shares of common stock held by Legato Investments, LLC, of which David Lisonbee is the majority beneficial owner and manager, and over which David Lisonbee may be deemed to have sole voting and dispositive power;
(c) 114,679 shares of common stock issuable upon conversion of a convertible promissory note held by La Scala Investments, LLC, of which David Lisonbee is the majority beneficial owner and chairman, and over which David Lisonbee may be deemed to have sole voting and dispositive power; and
(d) 36,495 shares of common stock and 62,500 shares of common stock underlying warrants held by David Lisonbee in his own name. The convertible promissory notes include a provision limiting the issuance of common shares upon conversion, to the extent such conversion, together with the exercise of any warrants, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Clene Inc. | |
| (b) | Address of issuer's principal executive offices:
6550 SOUTH MILLROCK DRIVE, SUITE G50, SALT LAKE CITY, UT, 84121 | |
| Item 2. | ||
| (a) | Name of person filing:
4Life Research, LLC
David Lisonbee | |
| (b) | Address or principal business office or, if none, residence:
9850 South 300 West
Sandy, UT 84070 | |
| (c) | Citizenship:
4Life Research, LLC, Utah, United States
David Lisonbee, Utah, United States | |
| (d) | Title of class of securities:
Common Stock, $.0001 par value | |
| (e) | CUSIP No.:
185634102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
555,328 (The amounts reported consist of: (a) 199,844 shares of common stock and 114,679 shares of common stock issuable upon conversion of a convertible promissory note held by 4Life Research, LLC (reported on page 2 of this Schedule 13G), of which David Lisonbee is the majority beneficial owner and manager, and over which David Lisonbee may be deemed to have sole voting and dispositive power; (b) 27,131 shares of common stock held by Legato Investments, LLC, of which David Lisonbee is the majority beneficial owner and manager, and over which David Lisonbee may be deemed to have sole voting and dispositive power; (c) 114,679 shares of common stock issuable upon conversion of a convertible promissory note held by La Scala Investments, LLC, of which David Lisonbee is the majority beneficial owner and chairman, and over which David Lisonbee may be deemed to have sole voting and dispositive power; and (d) 36,495 shares of common stock and 62,500 shares of common stock underlying warrants held by David Lisonbee in his own name. The convertible promissory notes include a provision limiting the issuance of common shares upon conversion, to the extent such conversion, together with the exercise of any warrants, would require stockholder approval under the rules or regulations of the Nasdaq Stock Market.) | |
| (b) | Percent of class:
6.5% (As of January 21, 2025 (based on 8,248,719 shares of Common Stock outstanding as represented in the Issuer's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 24, 2025.) | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
555,328 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
555,328 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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The undersigned hereby agree that the statement on Schedule 13G/A to which this Agreement is attached shall be filed by 4Life Research, LLC on its own behalf and on behalf of David Lisonbee.
Date: February 14, 2025
4LIFE RESEARCH, LLC
By: /s/ David Lisonbee, Manager
DAVID LISONBEE
By: /s/ David Lisonbee |