- Clene is a clinical-stage biopharmaceutical company
developing the first potential therapeutic nanocatalyst, CNM-Au8,
for treatment of neurodegenerative diseases with a Phase 3 study
underway in amyotrophic lateral sclerosis (ALS), and concurrent
Phase 2 clinical programs ongoing for the neuroreparative treatment
of multiple sclerosis, Parkinson's disease, and ALS.
- Clene is presently launching two additional Phase 2 COVID-19
studies with a second nanotherapeutic asset, CNM-ZnAg, in
Brazil and Russia.
- Clene is valued at $542.5
million in the proposed merger. Assuming no shareholder
redemption, the combined company will receive cash of
$25 million from Tottenham's
trust account.
NEW YORK, Sept. 2, 2020 /PRNewswire/ -- Tottenham
Acquisition I Limited ("Tottenham") (NASDAQ: TOTA, TOTAU, TOTAW,
TOTAR), a special purpose acquisition company, today announced
that it has entered into a definitive merger agreement (the "Merger
Agreement") for a business combination with Clene Nanomedicine,
Inc. ("Clene"), a clinical-stage biopharmaceutical company
developing a potential therapeutic nanocatalyst for the treatment
of neurodegenerative diseases in addition to a nanotechnology
based-therapy with antiviral applications. Subject to
Tottenham shareholder approval and upon consummation of the
transaction contemplated by the Merger Agreement, (i) Tottenham
will reincorporate to the state of Delaware by merging with and into Chelsea
Worldwide Inc., a Delaware company
and wholly owned subsidiary of Tottenham ("Chelsea Worldwide"),
(ii) concurrently with the reincorporation merger, a wholly owned
subsidiary of Chelsea Worldwide will be merged with and into Clene,
resulting in Clene being a wholly owned subsidiary of Chelsea
Worldwide, and (iii) Chelsea Worldwide will be renamed Clene Inc.
Upon the closing of the transactions, Clene Inc. will be
NASDAQ-listed under a new ticker symbol.
Clene Nanomedicine, Inc. is an innovative clinical-stage
biopharmaceutical company focused on the development of potentially
first-in-class nanocatalysts for the treatment of bioenergetic
failure associated with neurodegenerative diseases. Clene has
created a novel nanotechnology drug platform for the development of
a new class of orally-administered neurotherapeutic
drugs. Clene's lead asset, CNM-Au8, is an orally administered
therapeutic under investigation for the neurorepair of various
neurodegenerative diseases including multiple sclerosis,
Parkinson's disease, and ALS, with one Phase 3 trial multiple
Phase 2 clinical studies ongoing. Clene is also pursuing
development of an ionic zinc-silver solution, CNM-ZnAg, for
broad-based anti-viral and anti-microbial use, including the
treatment of COVID-19. Two planned Phase 2 studies will test
CNM-ZnAg efficacy in Brazil and
Russia. There is not yet
sufficient data to determine the efficacy of any of our drug
candidates and their potential therapeutic applications.
Clene's current management team will continue running the
combined company after the transaction.
"Clene is excited to partner with Tottenham in the creation of
shareholder value. By creating the world's first public pure-play
nanotherapeutic company, Clene is especially honored to bring
forward the first neuroreparative therapy candidate to potentially
improve neurological function across multiple sclerosis,
Parkinson's disease, ALS, and many other neurological diseases with
Clene's lead asset, CNM-Au8. Bioenergetic failure is a common
element of many neurodegenerative diseases that we hope will soon
be treated successfully with CNM-Au8. The combined company will
also enable further clinical investigation of its second key asset,
CNM-ZnAg, in two newly launched studies for the treatment of
COVID-19," said Rob Etherington,
President and CEO of Clene.
"Ever since the inception of Tottenham, our goal has always been
to enable the foundation of a successful public company via a
merger, instead of merely completing one. During these times
we have been holding ourselves firmly to that standard while
diligently and patiently looking for the best target company to
merge with. We are extremely proud and honored to become
associated with Clene, a company with a top-notch management team
that we believe will be as successful in creating sustainable
shareholder value as they have been in developing an innovative
bioenergetic therapeutic approach for the potential treatment of
neurodegenerative diseases that has the potential to impact
millions of lives," said Jason Ma,
Chairman and CEO of Tottenham. "We are thrilled to be a part of
this exciting merger and we look forward to working closely
together to complete the transaction."
Key Transaction Terms
Under the terms of the Merger Agreement, Tottenham's wholly
owned subsidiary, Chelsea Worldwide, will acquire Clene and be
renamed as Clene Inc., resulting in Clene Inc. becoming a listed
company on the Nasdaq Capital Market. At the effective time of the
transactions, Clene's shareholders and management will receive
approximately 54.25 million shares of Chelsea Worldwide's common
stock. In addition, Clene shareholders will be entitled to receive
earn-out consideration of up to an additional 8,333,333 shares of
Clene Inc.'s common stock, subject to Clene Inc. achieving certain
share price thresholds prior to certain future dates or meeting
certain Covid-19 clinical trial targets, as set forth in the Merger
Agreement.
LifeSci Capital LLC and Chardan Capital Markets, LLC are acting
as an M&A and financial advisors to the parties in this
transaction. Loeb & Loeb LLP is acting as legal advisor
to Tottenham. Kirkland & Ellis LLP and Stoel Rives LLP, Clene's
local counsel, are acting as the legal advisors to Clene.
The description of the transaction contained herein is a summary
only and is qualified in its entirety by reference to the Merger
Agreement relating to the transaction, a copy of which will be
filed by Tottenham with the SEC as an exhibit to a Current Report
on Form 8-K.
About Clene
Clene Nanomedicine, Inc. is a privately held, clinical-stage
biopharmaceutical company focused on the development of unique
therapeutic candidates 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 Tottenham Acquisition I Limited
Tottenham Acquisition I Limited is a blank check company formed
for the purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation with, purchasing all or
substantially all of the assets of, entering into contractual
arrangements with, or engaging in any other similar business
combination with one or more businesses or entities. Tottenham's
efforts to identify a prospective target business were not limited
to a particular industry or geographic region, although the company
initially focused on operating businesses in the TMT (Technology,
Media, Telecom), education, e-commerce, health-care and consumer
goods industries with primary operations in Asia (with an
emphasis in China).
Forward-Looking Statements
This press release contains, and certain oral statements made by
representatives of Tottenham, Clene, and their respective
affiliates, from time to time may contain, "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Tottenham's
and Clene's actual results may differ from their expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "might" and
"continues," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Tottenham's and Clene's expectations
with respect to future performance and anticipated financial
impacts of the business combination, the satisfaction of the
closing conditions to the business combination and the timing of
the completion of the business combination. These forward-looking
statements involve significant risks and uncertainties that could
cause actual results to differ materially from expected results.
Most of these factors are outside the control of Tottenham or Clene
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Merger Agreement relating to the proposed
business combination; (2) the outcome of any legal proceedings that
may be instituted against Tottenham or Clene following the
announcement of the Merger Agreement and the transactions
contemplated therein; (3) the inability to complete the business
combination, including due to failure to obtain approval of the
shareholders of Tottenham or other conditions to closing in the
Merger Agreement; (4) delays in obtaining or the inability to
obtain necessary regulatory approvals (including approval from
regulators, as applicable) required to complete the transactions
contemplated by the Merger Agreement; (5) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Merger Agreement or could otherwise cause the
transaction to fail to close; (6) the inability to obtain or
maintain the listing of the post-acquisition company's ordinary
shares on NASDAQ following the business combination; (7) the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; (8) the ability to recognize the anticipated benefits
of the business combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably and retain its key employees; (9)
costs related to the business combination; (10) changes in
applicable laws or regulations; (11) the possibility that Clene or
the combined company may be adversely affected by other economic,
business, and/or competitive factors; and (12) other risks and
uncertainties to be identified in the Form S-4 filed by Chelsea
Worldwide (when available) relating to the business combination,
including those under "Risk Factors" therein, and in other filings
with the Securities and Exchange Commission ("SEC") made by
Tottenham and Clene. Tottenham and Clene caution that the foregoing
list of factors is neither exclusive nor exhaustive. Tottenham and
Clene caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither Tottenham or Clene undertakes or accepts any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based, subject to applicable law.
The information contained in any website referenced herein is not,
and shall not be deemed to be, part of or incorporated into this
press release.
Important Information
Chelsea Worldwide Inc. ("Chelsea Worldwide"), Tottenham
Acquisition I Limited ("Tottenham"), 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 described herein. 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 filed with the SEC, as modified or supplemented by any Form 3
or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the Form S-4 pertaining to
the proposed transaction when it becomes available. These documents
can be obtained free of charge from the sources indicated
below.
In connection with the transaction described herein, Chelsea
Worldwide will file relevant materials with the SEC including a
Registration Statement on Form S-4. Promptly after the registration
statement is declared effective, Tottenham will mail the proxy
statement/consent solicitation/prospectus and a proxy card to each
stockholder entitled to vote at the special meeting relating to the
transaction. 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
TRANSACTION THAT TOTTENHAM WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
TOTTENHAM, CLENE AND THE TRANSACTION. The proxy statement/consent
solicitation/prospectus and other relevant materials in connection
with the transaction (when they become available), and any other
documents filed by Tottenham with the SEC, may be obtained free of
charge at the SEC's website (www.sec.gov).
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SOURCE Tottenham Acquisition I Limited