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

December 1028, 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~~ 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 ☒

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 ~~NOTICES~~1.01. Entry into a Material Definitive Agreement.

~~Important~~On ~~Notice~~December ~~Regarding~~28, ~~Forward-Looking~~2020, Tottenham Acquisition ~~Statements~~I Limited (the “Company” or “Tottenham”), Chelsea Worldwide Inc., a wholly owned subsidiary of Tottenham (“PubCo”), and Clene Nanomedicine, Inc., a Delaware corporation (“Clene”), entered into subscription agreements (each, a “PIPE Agreement”) with 47 investors pursuant to which the investors agreed to purchase 2,254,500 shares of the PubCo’s common stock (“PIPE Shares”), in a private placement at a purchase price of $10.00 per share. The closing will take place immediately prior to the closing of the business combination with Clene (“Business Combination”),

~~This~~Pursuant ~~Current~~to ~~Report~~the onPIPE ~~Form~~Agreements, ~~8-K contains~~investors ~~certain~~will ~~“forward-looking~~also ~~statements”~~receive ~~within~~a ~~the~~warrant ~~meaning~~to ofpurchase ~~the~~one-half ~~Securities Act~~ of ~~1933~~one ~~and~~share ~~the Securities Exchange Act~~ of ~~1934,~~PubCo’s ~~both~~common asstock ~~amended.~~for ~~Statements~~each ~~that~~of ~~are not historical facts, including statements about~~ the ~~pending~~PIPE ~~transactions among Tottenham Acquisition I Limited (“Tottenham”)~~Shares, ~~Chelsea Worldwide Inc. (“Purchaser”), Creative Worldwide Inc. (“Merger~~totaling ~~Sub”)~~1, ~~and Clene Nanomedicine~~127,250 ~~Inc. (“Clene”) and the transactions contemplated thereby~~shares, ~~and~~at ~~the~~an ~~parties’ perspectives~~exercise ~~and~~price ~~expectations,~~of ~~are forward-looking statements~~$0.01 ~~Such~~per ~~statements include~~share, ~~but~~subject ~~are not limited~~ to, ~~statements~~a ~~regarding the proposed transaction, including the anticipated initial enterprise value and post~~180-~~closing~~day ~~equity~~holding ~~value,~~period. ~~the~~The ~~benefits~~purpose of ~~the proposed~~this ~~transaction,~~private ~~integration plans, expected synergies and revenue opportunities, anticipated future financial and operating~~placement ~~performance~~is ~~and~~to ~~results,~~fund ~~including estimates for growth,~~ the ~~expected~~Business ~~management~~Combination and ~~governance~~related oftransactions ~~the~~and ~~combined~~for ~~company,~~general ~~and~~corporate ~~the expected~~purposes ~~timing~~ of the ~~transactions~~surviving entity. The ~~words “expect,” “believe,” “estimate,” “intend,”~~obligations ~~“plan”~~to ~~and~~consummate ~~similar~~the ~~expressions~~private ~~indicate~~placement ~~forward-looking statements. These forward-looking statements~~ are ~~not~~conditioned ~~guarantees of~~upon, ~~future~~among ~~performance~~other ~~and are subject to various risks and uncertainties~~things, ~~assumptions~~customary ~~(including~~closing ~~assumptions~~conditions ~~about general economic, market, industry~~ and ~~operational factors), known or unknown, which could cause~~ the ~~actual results to vary materially from those~~consummation ~~indicated~~of orthe ~~anticipated~~Business Combination.

~~Such~~Item 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 transaction3.02 AUnregistered ~~further~~Sales ~~list and description~~ of ~~risks~~Equity 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.Securities

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The PIPE Shares potentially issuable pursuant to the PIPE Agreement will, if issued, be issued in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D and Regulation S thereunder.

~~Additional~~Item ~~Information~~5.07. ~~and~~Submission ~~Where~~of Matters to ~~Find~~ Ita Vote of Security Holders.

InOn ~~connection~~December ~~with~~30, ~~the transaction described herein~~2020, Tottenham ~~and~~held ~~Purchaser~~its ~~filed~~extraordinary ~~relevant~~general meeting ~~materials~~of ~~with~~shareholders ~~the Securities and Exchange Commission~~ (the “~~SEC~~Meeting”),. ~~including the~~On ~~Registration~~December ~~Statement on Form S-~~4, ~~and~~2020, athe ~~proxy~~record ~~statement.~~date ~~The~~for ~~proxy~~the ~~statement~~Meeting, ~~and~~there awere ~~proxy card will be mailed to stockholders~~3,456,423 asTottenham ofordinary ashares ~~record~~entitled ~~date~~ to be ~~established~~voted ~~for voting~~ at the ~~stockholders’~~Meeting, ~~meeting relating to the proposed transactions~~92.32% ~~Stockholders will also be able to obtain a copy~~ of ~~the~~which ~~Registration~~were ~~Statement~~represented onin ~~Form~~person ~~S-4~~or ~~and~~by proxy ~~statement~~and ~~without~~constituted a ~~charge~~quorum from the ~~Company. The~~transaction ~~Registration~~of ~~Statement~~business. onThe ~~Form~~proposals ~~S-4~~listed ~~and~~below ~~proxy~~are ~~statement,~~described ~~once~~in ~~available,~~more ~~may~~detail ~~also~~in bethe ~~obtained~~definitive ~~without~~proxy ~~charge at the SEC’s~~statement/prospectus ~~website~~of ~~at www.sec.gov or by writing to~~ Tottenham ~~at Unit 902~~, ~~Lucky~~which ~~Building,~~was ~~39-41~~filed ~~Wellington~~with ~~Street,~~the ~~Central,~~Securities ~~Hong~~and ~~Kong.~~Exchange ~~INVESTORS AND~~Commission ~~SECURITY~~(the ~~HOLDERS~~“SEC”) OFon ~~TOTTENHAM~~December ~~ARE~~18, ~~URGED~~2020 ~~TO READ THESE MATERIALS~~ (~~INCLUDING~~the ~~ANY AMENDMENTS OR SUPPLEMENTS THERETO~~“Proxy Statement”). ~~AND~~A ~~ANY~~summary ~~OTHER RELEVANT~~of ~~DOCUMENTS~~the INvoting ~~CONNECTION~~results ~~WITH~~at ~~THE~~the ~~TRANSACTIONS~~Meeting ~~THAT~~is ~~TOTTENHAM~~set ~~WILL~~forth ~~FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOTTENHAM, CLENE AND THE TRANSACTIONS.~~below:

~~Participants~~The shareholders approved the Reincorporation Merger Proposal, each of the Charter Proposals, the Acquisition Merger Proposal, the Incentive Plan Proposal, and the ESPP Proposal (each as defined in ~~Solicitation~~the Proxy Statement).

~~Tottenham,~~The ~~Purchaser,~~voting ~~Merger~~results 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~~each ~~year~~proposal ~~ended~~were ~~December 31, 2019 filed with the SEC. Other~~as 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.follows:

21. The Reincorporation Merger Proposal – To approve the merger of Tottenham with and into PubCo, with PubCo surviving the merger. The merger will change Tottenham’s place of incorporation from British Virgin Islands to Delaware and is referred herein as the Reincorporation Merger. The Reincorporation Merger will be effected simultaneously with the Acquisition Merger (as defined below).

Item 7.01 Regulation FD Disclosure

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,190,836				0				0			0

On2. ~~December~~Charter ~~10,~~Proposal ~~2020, Clene~~or ~~announced~~Proposal ~~the presentation of blinded interim results from the Phase~~ 2 ~~RESCUE~~-~~ALS~~ ~~clinical~~To ~~trial~~authorize ~~investigating~~PubCo ~~the~~to ~~effects of~~issue ~~its lead clinical candidate~~101,000,000 ~~CNM-Au8~~shares, ~~for~~consisting ~~the treatment~~ of ~~amyotrophic~~1,000,000 ~~lateral~~shares ~~sclerosis (ALS). Copy~~ of ~~the~~Preferred ~~press~~Stock ~~releases~~and ~~is attached~~100,000,000 ~~hereto~~shares ~~as Exhibit~~of 99common stock.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.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,190,636				0				200			0

Charter Proposal or Proposal 3 - To require an affirmative vote of at least 66 2/3% of the total voting power of the then-outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, in order to amend, alter, repeal or rescind certain provisions of the Certificate of Incorporation regarding amendment of the bylaws, structure of the board of directors, eliminating written consents of stockholders and calling meetings of the stockholders, limiting liability and providing indemnification of directors, corporate opportunities, severability of the provisions of the Certificate of Incorporation and amendment of the foregoing provisions.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,913				131,903				20			0

Charter Proposal or Proposal 4 - To require an affirmative vote of either a majority of the board of directors or at least a majority of the total voting power of all the then-outstanding shares of common stock entitled to vote generally in the election of directors, voting together as a single class; to amend the bylaws; provided that an affirmative vote of at least 66 2/3% of the total voting power of all the then-outstanding shares of common stock entitled to vote generally in the election of directors, voting together as a single class, in order for the stockholders to alter, amend, repeal or rescind, in whole or in part, any provision of Article I, Article II or Article IV of PubCo’s bylaws, regarding rights and actions of stockholders, rights and procedures of the board of directors, and indemnification rights and processes, or to adopt any provision inconsistent therewith.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,908				131,908				20			0

Charter Proposal or Proposal 5 - To approve that PubCo’s board of directors to be divided into three classes with only one class of directors being elected in each year and each class serving a three-year term.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,933				131,903				0			0

Charter Proposal or Proposal 6 - To approve (i) the election of director by the affirmative vote of at least a plurality of the total voting power of all the then-outstanding shares of stock of PubCo entitled to vote generally in the election of directors (other than those directors elected by the holders of any series of Preferred Stock, who shall be elected pursuant to the terms of such Preferred Stock); and (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office, even if less than a quorum, by the sole remaining director.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,913				131,903				20			0

Charter Proposal or Proposal 7 - To approve the removal of directors with cause by the affirmative vote of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of PubCo entitled to vote generally in the election of directors, voting together as a single class (other than those directors elected by the holders of any series of Preferred Stock, who shall be removed pursuant to the terms of such Preferred Stock).

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,908				131,908				20			0

Charter Proposal or Proposal 8 - To approve that special meetings of the stockholders of PubCo may be called only by or at the direction of the board of directors of PubCo, the chairman of the board of directors of PubCo, or the chief executive officer of PubCo.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,918				131,918				0			0

Charter Proposal or Proposal 9 - To approve that actions of stockholders must be taken at a duly called annual or special meeting of stockholders and may not be effected by written consent unless such action is recommended or approved by all members of the board of directors then in office.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,918				131,908				10			0

10.

Charter Proposal or Proposal 10 - To elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”) and, instead, to approve that as long as PubCo’s common stock is registered under Section 12(b) or 12(g) of the Exchange Act, PubCo is prohibited from engaging in any business combination (as defined in PubCo’s Certificate of Incorporation) with any interested stockholder (as defined in PubCo’s Certificate of Incorporation) for a period of three years following the time that such stockholder becomes an interested stockholder unless certain requirements are met.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,913				131,903				20			0

11.

Charter Proposal or Proposal 11 - To waive corporate opportunities for the non-employee directors of PubCo.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,923				131,903				10			0

12.

Charter Proposal or Proposal 12 - To approve that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims and that for claims made under the Exchange Act and, to the fullest extent permitted by law, claims made under the Securities Act of 1933, as amended, the claim must be brought in federal district court.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,933				131,903				0			0

13.

Charter Proposal or Proposal 13 - To eliminate various provisions applicable only to blank check companies.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,190,816				0				20			0

14.

The Acquisition Merger Proposal – To approve the authorization for PubCo’s board of directors to complete the merger of Creative Worldwide Inc. or Merger Sub into Clene, resulting Clene becoming a wholly owned subsidiary of PubCo.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,190,836				0				0			0

15.

The Incentive Plan Proposal - To approve PubCo’s 2020 Equity Incentive Plan.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,058,913				131,903				20			0

16.

The ESPP Proposal - To approve PubCo’s 2020 Employee Stock Purchase Plan.

	FOR				AGAINST				ABSTAIN			BROKER NON-VOTES
	3,190,826				0				10			0

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Clene Press Release, dated December 10, 2020
2.1		Subscription Agreement (incorporated by reference to Exhibit 10.12 filed on December 14, 2020).

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 1030, 2020

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

By:	/s/ Jason Ma
Name:	Jason Ma
Title:	Chief Executive Officer

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