SEC Form SC 13G filed by Clene Inc.

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(1)The number represents (i) 13,018,908 shares of common stock, par value $0.0001 per share (the “Common  Stock”) of Clene, Inc. (the “Issuer”) as of September  8, 2023, (ii) 7,500,000 shares of Common Stock issuable upon exercise of Tranche A Warrants that are immediately exercisable, and (iii) 7,500,000 shares of Common Stock issuable upon exercise of Tranche B Warrants that are immediately exercisable within 60 days of this Statement, based on 128,404,735 shares of the Issuer’s Common Stock issued and outstanding as of August 10, 2023.

(2)The Tranche A Warrants and Tranche B Warrants contain provisions preventing the Warrants from being exercised if such exercise would result in the holder obtaining greater than 19.9% of the Issuer’s voting securities. However, the amounts reported in rows 5, 7 and 9 herein represent the number of shares of Common Stock that would be issuable upon exercise of the Tranche A Warrant and Tranche B Warrant in full, and do not give effect to the blocking provisions.

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Chidozie Ugwumba (the “Reporting Person”) previously filed reports on Schedule 13D. However, on February 15, 2023, the Reporting Person resigned from the board of directors of Clene, Inc. (the “Issuer”). As of February 15, 2023, and the date hereof, the Reporting Person holds securities of the Issuer in the ordinary course of business without the purpose of or with the effect of changing or influencing the control of the Issuer and does not hold such securities in connection with or as a participant in any transaction having that purpose of effect. This Schedule 13G includes disclosures for which a Schedule 13G was previously inadvertently not filed by the Reporting Person within 10 days of the acquisition of beneficial ownership of certain equity securities of the Issuer on June 16, 2023.

Item 1(a).

Name of Issuer:

 

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

Item 2(a)-(c).

Name of Person Filing: (a) – (c) Name of Persons Filing; Address; Citizenship: This statement is being filed by Chidozie Ugwumba (the “Reporting Person”). The Reporting Person’s principal business address is c/o SymBiosis Capital Management, LLC 609 SW 8th St., Suite 510, Bentonville, AR 72712. The citizenship of the Reporting Person is the United States of America.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

 

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Item 3.

If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or

240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

Not applicable

(a)

☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)

☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)

☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)

☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐ 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);

(j)

☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .

 

Item 4.

Ownership.

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Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person. Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable

 

Item 8.

Identification and Classification of Members of the Group. Not applicable

 

Item 9.

Notice of Dissolution of Group. Not applicable

 

 

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*The Reporting Person specifically disclaims beneficial ownership of the securities referenced herein except to the extent of his pecuniary interest therein.