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Tottenham Acquisition I Limited (NASDAQ: TOTA, TOTAU, TOTAW, TOTAR), a special purpose acquisition company, today announced that it has entered into a definitive merger agreement for a business combination with Clene Nanomedicine, Inc., 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).
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