United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 10, 2020
Date of Report (Date of earliest event reported)
Tottenham Acquisition I Limited
(Exact Name of Registrant as Specified in
its Charter)
British Virgin Islands
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001-38614
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n/a
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Unit 902, Lucky Building
39-41 Wellington Street
Central, Hong Kong
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n/a
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including
area code: +852 3998 4852
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Ordinary Share, par value $.0001 per share, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share
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TOTAU
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NASDAQ Capital Market
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Ordinary Shares
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TOTA
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NASDAQ Capital Market
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Warrants
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TOTAW
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NASDAQ Capital Market
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Rights
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TOTAR
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NASDAQ Capital Market
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
IMPORTANT NOTICES
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains
certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Tottenham
Acquisition I Limited (“Tottenham”), Chelsea Worldwide Inc. (“Purchaser”), Creative Worldwide Inc. (“Merger
Sub”), and Clene Nanomedicine, Inc. (“Clene”) and the transactions contemplated thereby, and the parties’
perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding
the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the
proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating
performance and results, including estimates for growth, the expected management and governance of the combined company, and the
expected timing of the transactions. The words “expect,” “believe,” “estimate,” “intend,”
“plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees
of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic,
market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those
indicated or anticipated.
Such risks and uncertainties include,
but are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction, including
the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived,
such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed
or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions
in connection with such approvals; (ii) risks related to the ability of Tottenham and Clene to successfully integrate the businesses;
(iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction
agreements; (iv) the risk that there may be a material adverse change with respect to the financial position, performance, operations
or prospects of Clene or Tottenham; (v) risks related to disruption of management time from ongoing business operations due to
the proposed transaction; (vi) the risk that any announcements relating to the proposed transaction could have adverse effects
on the market price of Tottenham’s securities; (vii) the risk that the proposed transaction and its announcement could have
an adverse effect on the ability of Clene and Tottenham to retain customers and retain and hire key personnel and maintain relationships
with their suppliers and customers and on their operating results and businesses generally; (viii) the risk that the combined company
may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies; and (ix) risks
associated with the financing of the proposed transaction. A further list and description of risks and uncertainties can be found
in Tottenham’s Annual Report on Form 10-K for the fiscal year ending December 31, 2019 filed with the SEC, in Tottenham’s
quarterly reports on Form 10-Q filed with the SEC subsequent thereto and in the Registration Statement on Form S-4 and proxy statement
filed with the SEC by the Purchaser in connection with the proposed transactions, and other documents that the parties may file
or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking
statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements
relate only to the date they were made, and Tottenham, Purchaser, Merger Sub, Clene, and their subsidiaries undertake no obligation
to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law
or applicable regulation.
Additional Information and Where to
Find It
In connection with the transaction described
herein, Tottenham and Purchaser filed relevant materials with the Securities and Exchange Commission (the “SEC”), including
the Registration Statement on Form S-4 and a proxy statement. The proxy statement and a proxy card will be mailed to stockholders
as of a record date to be established for voting at the stockholders’ meeting relating to the proposed transactions. Stockholders
will also be able to obtain a copy of the Registration Statement on Form S-4 and proxy statement without charge from the Company.
The Registration Statement on Form S-4 and proxy statement, once available, may also be obtained without charge at the SEC’s
website at www.sec.gov or by writing to Tottenham at Unit 902, Lucky Building, 39-41 Wellington Street, Central, Hong Kong. INVESTORS
AND SECURITY HOLDERS OF TOTTENHAM ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT TOTTENHAM WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOTTENHAM, CLENE AND THE TRANSACTIONS.
Participants in Solicitation
Tottenham, Purchaser, Merger Sub, Clene,
certain shareholders of the Company, and their respective directors, executive officers and employees and other persons may be
deemed to be participants in the solicitation of proxies from the holders of Tottenham ordinary shares in respect of the proposed
transaction. Information about Tottenham’s directors and executive officers and their ownership of Tottenham’s ordinary
shares is set forth in Tottenham’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. Other
information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining
to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated
above.
Item 7.01 Regulation FD Disclosure
On December 10, 2020,
Clene announced the presentation of blinded interim results from the Phase 2 RESCUE-ALS clinical trial investigating the effects
of its lead clinical candidate, CNM-Au8, for the treatment of amyotrophic lateral sclerosis (ALS). Copy of the press releases is
attached hereto as Exhibit 99.1.
The foregoing information,
including the press release attached hereto as Exhibit 99.1 is being furnished pursuant to Item 7.01 of this Current
Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 10, 2020
TOTTENHAM ACQUISITION I LIMITED
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By:
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/s/ Jason Ma
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Name:
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Jason Ma
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Title:
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Chief Executive Officer
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