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Note 11 - Benefit Plans

3 Months Ended

Mar. 31, 2024

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 $0.1 million and $0.1 million for the three months ended March 31, 2024 and 2023, 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 March 31, 2024, 5,357,359 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 and 18,400,000 shares of Common Stock are reserved for issuance thereunder. As of March 31, 2024, a total of 17,722,653 stock options and other stock awards had been granted under the 2020 Plan, and 677,347 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 for the three months ended March 31, 2024 and 2023 was as follows:

		*Three Months Ended March 31,*
(in thousands)		*2024*				*2023*
General and administrative		$	1,136			$	1,250
Research and development			877				973
Total stock-based compensation expense		$	2,013			$	2,223

Stock-based compensation expense by award type for the three months ended March 31, 2024 and 2023 was as follows:

		*Three Months Ended March 31,*
(in thousands)		*2024*				*2023*
Stock options		$	2,002			$	2,222
Stock awards			11				1
Total stock-based compensation expense		$	2,013			$	2,223

Stock Options

Outstanding stock options and related activity for the three months ended March 31, 2024 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, 2023			21,846,388			$	2.26				7.28			$	302
Granted			280,070				0.44				9.95				—
Forfeited			(141,124	)			5.33				—				—
Outstanding – March 31, 2024			21,985,334			$	2.22				7.07			$	568
Vested and exercisable – March 31, 2024			12,511,524			$	2.55				5.79			$	567
Vested, exercisable or expected to vest – March 31, 2024			21,985,334			$	2.22				7.07			$	568

As of March 31, 2024 and December 31, 2023, we had approximately $11.7 million and $13.7 million, respectively, of unrecognized stock-based compensation costs related to non-vested stock options which is expected to be recognized over a weighted-average period of 1.92 years and 2.10 years, respectively.

The weighted-average grant-date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was $0.34 and $0.99, respectively. The assumptions used to calculate the fair value of stock options granted during the three months ended March 31, 2024 and 2023 were as follows:

		Three Months Ended March 31,
		2024				2023
Expected stock price volatility			99.99	%			96.22% –103.24	%
Risk-free interest rate			4.04	%			3.38% –3.98	%
Expected dividend yield			0.00	%			0.00	%
Expected term of options (in years)			5.00				5.00 –6.08

Stock Awards

Stock awards include rights to restricted stock awards with market-based vesting conditions and restricted stock units with service-based vesting conditions. Outstanding stock awards and related activity for the three months ended March 31, 2024 was as follows:

		*Number of Stock Awards*				*Weighted Average Grant Date Fair Value*
Unvested balance – December 31, 2023			778,815			$	9.72
Converted to shares of Common Stock upon vesting			(10,870	)			1.15
Unvested balance – March 31, 2024			767,945			$	9.84

As of March 31, 2024, we had no unrecognized stock-based compensation cost related to non-vested stock awards. As of December 31, 2023, we had approximately $11,000 of unrecognized stock-based compensation costs related to non-vested stock awards expected to be recognized over a weighted-average period of 0.23 years.