Dilution profile // every instrument, one screen, from SEC filings

Clene Inc. (CLNN)

CIK 1822791 · all EDGAR filings →

Overall dilution risk
MEDIUMworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
MEDIUM$2.6M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 8% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-89% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~6.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-03-252026-11-02

Latest: 14.4M shares as of Nov 2, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-11-02
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 128.4M to 6.5M between May 6, 2024 and Aug 5, 2024, a pattern consistent with a reverse split (roughly 1-for-20); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Series B Warrants2.6M$65y—
Tranche A Warrant2.5M$22——
Tranche B Warrant2.5M$30——
The2024 Common Warrants1.5M$4.82——
Common Stock Warrant1.5M$4.82——
Series A Warrants1.1M$63y—
Avenue Warrants2023150,000$4.6014——

Tranches exactly as the company dimensioned them in its 10-Q filed Nov 4, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 1.1M underlying shares, as reported Jul 22, 2021 (10-Q).

Reported exercise price: $8.63 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $100,000 as of Mar 31, 2020.

Rough fully diluted estimate: 15.5M = 14.4M O/S + 1.1M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
the 2024 SSCP Notes$10.0M$10.9M$5.66812%~1.8M sh
the 2022 Dhcd Loan$5.0M$5.3M$806%~62,500 sh
the 2025 SSCP Notes$1.5M$1.6M$4.4412%~337,838 sh

If every note above converted at its tagged price: ~2.2M new shares on 14.4M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Nov 4, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding14.4MNov 2, 2026
+ Series B Warrants (if exercised)2.6MSep 30, 2026
+ Tranche A Warrant (if exercised)2.5MDec 31, 2025
+ Tranche B Warrant (if exercised)2.5MSep 30, 2026
+ The2024 Common Warrants (if exercised)1.5MOct 31, 2024
+ Common Stock Warrant (if exercised)1.5MSep 30, 2026
+ Series A Warrants (if exercised)1.1MSep 30, 2026
+ Avenue Warrants2023 (if exercised)150,000Sep 30, 2026
+ the 2024 SSCP Notes (if fully converted)1.8MDec 31, 2024
+ the 2022 Dhcd Loan (if fully converted)62,500Dec 8, 2023
+ the 2025 SSCP Notes (if fully converted)337,838Aug 31, 2025
Fully diluted estimate28.5M+98.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $2.6Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Sep 5, 2025$2.6M registeredfiling →
S-3Mar 24, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Jan 24, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 4 executed · 0 registered.

EXECUTEDSep 16, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDMay 5, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDMay 5, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJan 9, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDOct 17, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
UPDATESep 12, 2025Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVESep 12, 2025SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDSep 5, 2025S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDSep 5, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDJul 3, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EXECUTEDApr 28, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEApr 25, 2025SEC declared a registration effective — selling can beginEFFECT →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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