United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of ~~the~~ The

Securities Exchange Act of 1934

~~October 14~~November 6, 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~~Item 1.01. ~~NOTICES~~Entry into a Material Definitive Agreement.

~~Important~~The disclosure ~~Notice~~contained ~~Regarding~~in ~~Forward-Looking Statements~~Item 2.03 is incorporated by reference in this Item 1.01

~~This Current Report on Form 8-K contains~~Item ~~certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended~~2.03 ~~Statements~~Creation 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~~a ~~transaction,~~Direct ~~integration~~Financial ~~plans,~~Obligation ~~expected~~or ~~synergies~~an ~~and~~Obligation ~~revenue~~under ~~opportunities,~~an 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 forwardOff-~~looking~~Balance ~~statements.~~Sheet ~~These~~Arrangement ~~forward-looking statements are not guarantees~~ of ~~future~~a 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 anticipatedRegistrant.

~~Such risks and uncertainties include,~~On ~~but~~November ~~are not limited to: (i) risks related to the expected timing and likelihood of completion of the pending transaction~~6, ~~including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived~~2020, ~~such~~ asTottenham ~~regulatory~~Acquisition ~~approvals~~I ~~not~~Limited ~~being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for~~ (the ~~consummation~~“Company” ~~of the transaction~~ or ~~required~~“Tottenham”) ~~certain~~issued ~~conditions,~~an ~~limitations~~unsecured ~~or restrictions~~promissory note in ~~connection with such approvals; (ii) risks related to~~ the ~~ability~~aggregate ofprincipal ~~Tottenham~~amount ~~and Clene to successfully integrate the businesses; (iii) the occurrence~~ of ~~any event~~$104,712.36 ~~change or other circumstances that could give rise to~~ (the ~~termination of the applicable transaction agreements; (iv~~“Note”) ~~the risk that there may be a material adverse change with respect~~ to ~~the~~Norwich ~~financial~~Investment ~~position~~Limited, ~~performance,~~the ~~operations~~Company’s orinitial ~~prospects~~public ofoffering ~~Clene~~sponsor ~~or Tottenham;~~ (v“Norwich”) ~~risks~~in ~~related~~exchange tofor ~~disruption~~Norwich ofdepositing ~~management~~such ~~time~~amount ~~from~~into ~~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~~Company’s ~~securities; (vii) the risk that the proposed transaction and its announcement could have~~ antrust ~~adverse~~account ~~effect~~in onorder ~~the ability of Clene and Tottenham~~ to ~~retain~~extend ~~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~~amount ~~that~~of ~~the~~time ~~combined company may be unable to achieve cost-cutting synergies or~~ it ~~may~~has ~~take~~available ~~longer than expected~~ to ~~achieve~~complete ~~those~~a ~~synergies;~~business ~~and (ix) risks associated with the financing of the proposed transaction~~combination. AThe ~~further~~Note ~~list~~does ~~and~~not ~~description~~bear interest ~~of risks~~ and ~~uncertainties~~mature ~~can~~upon beclosing ~~found in~~of ~~Tottenham’s~~a ~~Annual~~business ~~Report~~combination onby ~~Form 10-K for~~ the ~~fiscal~~Company. ~~year~~In ~~ending December 31~~addition, ~~2019 filed with~~ the ~~SEC,~~Note inmay ~~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~~converted ~~with the SEC~~ by the ~~Purchaser~~holder into inunits ~~connection~~of ~~with~~ the ~~proposed~~Company ~~transactions,~~identical ~~and~~to ~~other documents that~~ the ~~parties may~~units ~~file~~issued orin ~~furnish with~~ the ~~SEC,~~Company’s ~~which~~initial ~~you~~public ~~are~~offering ~~encouraged~~at toa ~~read.~~price ~~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~~$10.00 ~~Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking~~per 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 regulationunit.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 6, 2020, Tottenham held its extraordinary general meeting of shareholders (the “Meeting”). On October 13, 2020, the record date for the Meeting, there were 3,710,386 Tottenham ordinary shares entitled to be voted at the Meeting, 91.43% of which were represented in person or by proxy.

The final results for each of the matters submitted to a vote of Tottenham’s shareholders at the Meeting are as follows:

Charter Amendment

Shareholders approved the proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination four times for one additional month each time from November 6, 2020 to March 6, 2021. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,391,586		601		260		0

Trust Amendment

Shareholders approved the proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as of August 1, 2018 and as amended, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time to complete a business combination four times for one month each time from November 6, 2020 to March 6, 2021. The voting results were as follows:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
3,391,587		600		260		0

~~Additional Information and Where to Find It~~SIGNATURES

InPursuant to ~~connection with~~ the ~~transaction~~requirements ~~described herein,~~of ~~Tottenham and Purchaser filed relevant materials with~~ the Securities ~~and~~ Exchange ~~Commission~~Act ~~(the~~of ~~“SEC”)~~1934, ~~including~~ the ~~Registration~~Registrant ~~Statement~~has onduly ~~Form~~caused ~~S-4~~this ~~and~~report ~~a proxy statement. The proxy statement and a proxy card will be mailed~~ to ~~stockholders as of a record date to~~ be ~~established~~signed ~~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~~its ~~S-4 and proxy statement without charge from the Company.~~behalf ~~The~~by ~~Registration Statement on Form S-4 and proxy statement, once available, may also be obtained without charge at~~ the ~~SEC’s website~~undersigned athereunto ~~www.sec.gov~~duly ~~or by writing to Tottenham at Unit 902, Lucky Building, 39-41 Wellington Street, Central, Hong Kong~~authorized. 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~~Dated: November in6, ~~Solicitation~~2020

~~Tottenham,~~TOTTENHAM ~~Purchaser,~~ACQUISITION ~~Merger~~I ~~Sub,~~LIMITED ~~Clene, certain~~By: 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~~Jason ~~and~~Ma ~~executive~~Name: ~~officers~~Jason ~~and~~Ma ~~their~~Title: ~~ownership~~Chief ofExecutive 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.Officer

Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the investor presentation dated October 2020 that will be used by Tottenham Acquisition I Limited (“TOTA”) in making presentations to certain existing and potential shareholders of TOTA with respect to the proposed transaction with Clene Nanomedicine, Inc.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1*		Investor Presentation dated October 2020

* furnished but not filed

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: October 14, 2020

TOTTENHAM ACQUISITION I LIMITED By: /s/ Jason Ma Name: Jason Ma Title: Chief Executive Officer

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