CLENE INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of Common Stock following completion of the Business Combination by:
? each person known to the Company who is the beneficial owner of more
than 5% of any class of Company shares;
? the Company's executive officers and directors; and
? all of the Company's executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of theSEC , which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Accordingly, all Common Stock subject to options or warrants that are exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the holders of such options or warrants for the purpose of calculating the holder's beneficial ownership. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. Except as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all stock that they beneficially own, subject to applicable community property laws. The percentage ownership of the Company immediately after the consummation of the Business Combination is based on 59,526,163 shares of Common Stock issued and outstanding upon consummation of the Business Combination, which includes (i) the issuance of the 53,247,318 shares of Common Stock in the Acquisition Merger, (ii) 2,716,950 shares of Common Stock that are subject to escrow, as described in the Merger Agreement; (iii) the issuance of 1,322,395 shares of Company Common Stock to the Tottenham shareholders in connection with the Reincorporation Merger (after redemptions); and (iv) 2,239,500 PIPE Shares that were issued at the closing of the Business Combination. 1 Number of Shares Beneficially Percentage of Name and Address of Beneficial Owner (1) Owned (2) Class (3) Executive Officers and Directors Robert Etherington (4) 1,614,245 2.6 % Mark Mortenson (5) 1,140,567 1.9 % Robert Glanzman (6) 305,633 * Shalom Jacobovitz (7) 470,979 * Alison H. Mosca (8)(9)(10) 5,419,916 9.0 % John H. Stevens (11)(12) 396,226 * Reed N. Wilcox (13) 575,145 1.0 % Jonathon T. Gay (14)(15) 1,428,392 2.4 % David J. Matlin (16) 1,271,213 2.1 % Chidozie Ugwumba - * Michael Hotchkin (17)(18) 457,328 * Tae Heum "Ted" Jeong (19) 1,164,750 2.0 %
All Executive Officers and Directors After Business Combination
13,079,644 20.0 %
5% or greater holders
Kensington Investments, L.P. (20)(21) 3,895,901 6.4 %
United Therapeutics Corporation 4,168,813 7.0 %
4Life Research LLC (22) 3,996,896 6.7 %
AK Holdings Company, LC (23)(24) 6,160,558 10.2 %
General Resonance 15,976,272 26.8 %
Thomas Layton Walton (25) 3,759,599 6.3 %
(*) Less than 1% of our total outstanding shares on an as converted basis. (1) Unless otherwise indicated, the business address of our directors and
executive officers is
Utah 84121. (2) These amounts include shares and options that are currently escrowed, in accordance with the Merger Agreement, but do not include any possible performance based awards that are outlined in the Merger Agreement. (3) Percentage ownership is calculated by dividing the number of shares of Company Common Stock beneficially owned by such person or group by the sum of the number of shares that the individual or group has the right to acquire within 60 days ofDecember 30, 2020 , plus 59,526,163 shares of Company common stock outstanding as ofDecember 30, 2020 . (4) This amount includes 1,601,528 shares subject to options that are
exercisable within 60 days of
of common stock that are owned by
the Manager of RDE RX Ventures, LLC The shares owned by
may also be deemed to be beneficially owned by
exercisable within 60 days of
within 60 days of
within 60 days of
within 60 days of
Gay 1998
also be deemed to be beneficially owned by
deemed to be beneficially owned by
within 60 days of
trustee of the
shares owned by the
also be deemed to be beneficially owned by Mr. Stevens .
2
(13) This amount includes 555,696 shares subject to options that are exercisable
within 60 days of
within 60 days of
by
The shares owned by
owned by
by
have a pecuniary or profits interest. (16) This amount includes 100,000 shares of common stock that are owned by the
Trust 2020. The shares owned by the
to be beneficially owned by
Hotchkin and
within 60 days of
by
The shares owned by
owned by
owned by
not have a pecuniary or profits interest.
(20) The shares owned by
owned by
majority equity holder of
chief executive officer of
and 160,220 shares that would be issued to
it elected to convert its senior warrant.
(22) The shares owned by
owned by
beneficially owned by Alan and
of
Holdings Company, LC if it elected to convert its Series A warrant and
160,220 shares that would be issued to
to convert its senior warrant.
(25) The shares beneficially owned by Mr. Walton are those over which he
indirectly exercises sole investment power.
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