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

 

September 8, 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   001-38614   n/a

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

Unit 902, Lucky Building

39-41 Wellington Street
Central, Hong Kong

  n/a

(Address of Principal Executive Offices)

(Zip Code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
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   TOTAU   NASDAQ Capital Market
Ordinary Shares   TOTA   NASDAQ Capital Market
Warrants   TOTAW   NASDAQ Capital Market
Rights   TOTAR   NASDAQ Capital Market

 

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 that will be 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.

 

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Additional Information and Where to Find It

 

In connection with the transaction described herein, Tottenham and Purchaser will file 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.

 

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Item 7.01 Regulation FD Disclosure

 

On September 8, 2020, Clene issued a press release announcing the completion of patient enrollment in its RESCUE-ALS Phase 2 study. A copy of the press release 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.

 

Exhibit No.   Description
99.1   Clene Press Release, dated September 8, 2020

 

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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: September 9, 2020  
   
TOTTENHAM ACQUISITION I LIMITED  
   
By: /s/ Jason Ma  
Name:   Jason Ma  
Title: Chief Executive Officer  

 

 

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Exhibit 99.1

 

Clene Nanomedicine, Inc. Completes Enrollment in Rescue-ALS Clinical Trial for Treatment of Amyotrophic Lateral Sclerosis (ALS) with Lead Nanocatalytic Therapeutic, CNM-Au8

 

SALT LAKE CITY, September 8, 2020 - Clene Nanomedicine, Inc., (“Clene”) a clinical-stage biopharmaceutical company and its Australian subsidiary, Clene Australia Pty Ltd., today announced the completion of patient enrollment in its RESCUE-ALS Phase 2 study. The multi-center study is designed to evaluate the efficacy, safety, pharmacokinetics, and pharmacodynamics of CNM-Au8 in early symptomatic ALS patients. The objective of this study is to demonstrate improvements in muscle function using a sophisticated electromyography technique called Motor Unit Number Index (MUNIX), which quantitatively reflects loss or preservation of motor neurons in ALS. The trial is substantially funded by a grant from FightMND.

 

“Completion of enrollment is ahead of schedule, clearly demonstrating the unmet medical need in this devastating disease. In multiple preclinical models of ALS, CNM-Au8 has been shown to promote motor neuron health, reduce neuron loss, and preserve motor neuron function. We believe the unique mechanisms of CNM-Au8 provide the potential to be an effective disease-modifying therapy for patients with ALS,” said Robert Glanzman, MD, FAAN, Chief Medical Officer of Clene.

 

“Completing enrollment is a major milestone in our Phase 2 RESCUE-ALS trial. We are looking forward to unveiling the data expected in the summer of 2021. This key milestone could provide proof-of-concept for a novel nanotherapeutic agent for the treatment of ALS, and represents important advances for Clene,” said Rob Etherington, President and CEO of Clene.

 

About RESCUE-ALS

RESCUE-ALS is a Phase 2 multi-center randomized, double-blind, parallel group, placebo-controlled study examining the efficacy, safety, pharmacokinetics, and pharmacodynamics of CNM-Au8 in participants who are newly symptomatic with ALS (within 24-months of screening or 12-months from diagnosis). Enrolled subjects will be randomized 1:1 to receive either active treatment with CNM-Au8 30mg or placebo in addition to their current standard of care. Participants will receive their randomized treatment over 36 consecutive weeks during the Treatment Period. The objective of this study is to assess the impact of improving neuronal bioenergetics, reducing reactive oxygen species, and promoting protein homeostasis with CNM-Au8 to slow disease progression in patients with ALS.

 

About CNM-Au8

CNM-Au8 is a concentrated, aqueous suspension of clean-surfaced faceted gold nanocrystals (Au) that are believed to act catalytically to support important intracellular biological reactions. CNM-Au8 consists solely of nanoparticles of gold organized into faceted, geometrical crystals held in suspension in sodium bicarbonate buffered, pharmaceutical grade water. CNM-Au8 has demonstrated safety in Phase 1 studies in healthy volunteers and has shown both remyelination and neuroprotection effects in multiple preclinical models. Preclinical data, both published in peer-reviewed journals and presented at scientific congresses demonstrate that treatment with CNM-Au8 in neuronal cultures improves survival of neurons, protects neurite networks, decreases intracellular levels of reactive oxygen species, and improves mitochondrial capacity in response to cellular stress, induced by multiple disease-relevant neurotoxins. Oral treatment with CNM-Au8 improved functional behaviors in rodent models of ALS, multiple sclerosis, and Parkinson’s disease versus vehicle (placebo). CNM-Au8 is currently being tested in a Phase 2 clinical study for the treatment of chronic optic neuropathy in patients with multiple sclerosis in addition to Phase 2 and Phase 3 clinical studies for disease progression in patients with amyotrophic lateral sclerosis (ALS). Two target-engagement studies are also ongoing utilizing 7-Tesla 31Phosphorous Magnetic Resonance Spectroscopy, evaluating improvement in bioenergetics in the brains of patients with MS and Parkinson’s disease (PD).

 

 

 

 

About Amyotrophic Lateral Sclerosis (ALS)

ALS is a universally fatal neurodegenerative neurodegenerative disorder that results in loss of motor neurons in the cerebral cortex, brain stem, and spinal cord. ALS, also known as Lou Gehrig’s disease, leads to the death of the neurons controlling voluntary muscles resulting in weakness, muscle atrophy, and progressive paralysis. ALS affects more than 15,000 patients in the United States and is the most prevalent adult-onset progressive motor neuron disease.

 

About Clene

Clene Nanomedicine, Inc. is a privately-held, clinical-stage biopharmaceutical company focused on the development of unique therapeutics for neurodegenerative diseases. Clene has innovated a novel nanotechnology drug platform for the development of a new class of orally-administered neurotherapeutic drugs. Clene has also advanced into the clinic, an aqueous solution of ionic zinc and silver for anti-viral and anti-microbial uses.  Founded in 2013, the company is based in Salt Lake City, Utah with R&D and manufacturing operations located in North East, Maryland. For more information, please visit www.clene.com.

 

About FightMND

FightMND is a not-for-profit registered charity, founded in 2014. It was established to raise the awareness of Motor Neurone Disease (MND) in Australia, to increase funding for research to find an effective treatment and cure and to provide care equipment for MND patients. We have a clear objective – to a have a world free from MND. FightMND is Australia’s largest independent MND foundation focused on funding large- scale, collaborative research and clinical trials. The generous donations contributed by everyday Australians, right across the country, has enabled FightMND to raise and commit millions to cure and care initiatives.

 

Media Contact

 

Kirsten Thomas

The Ruth Group

508-280-6592

kthomas@theruthgroup.com