Item 1.01 Entry into a Material Definitive Agreement.
Escrow Agreement
At the closing of the Business Combination,
The foregoing description of the Escrow Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Escrow Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Lock-Up Agreements
In connection with the transactions,
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Lock-Up Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Registration Rights Agreement
In connection with the Business Combination,
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the "Introductory Note" above is incorporated into
this Item 2.01 by reference. On
The material terms and conditions of the Merger Agreement are described in the Registration Statement in the sections titled "Proposal No. 1 - The Reincorporation Merger Proposal" and "Proposal No. 14 - The Acquisition Merger Proposal" which are incorporated herein by reference.
Consideration to Tottenham's Shareholders and Warrant Holders in the Business Combination
The current equity holdings of Tottenham's shareholders were exchanged as follows:
(i) Each ordinary share of Tottenham was cancelled and in exchange
to each holder of ordinary shares of Tottenham (other than Dissenting Shareholders (as hereinafter defined) and Tottenham shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued share of Common Stock;
(ii) Each holder of ordinary shares of Tottenham who validly exercised their
right to dissent from the Reincorporation Merger in accordance with Section 179 of the BVI Business Companies Act, 2004, as amended (a "Dissenting Shareholder"), and who has not effectively withdrawn its right to such dissent (collectively, the "Dissenting Shares") was cancelled in exchange for the right to receive payment resulting from the procedure in accordance with Section 179 of the BVI BC Act;
(iii) Each Tottenham Warrant to purchase one-half of one ordinary share of . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant.
The information contained in Part II, Item 20 Indemnification of Directors and Officers of the Registration Statement is incorporated by reference herein.
9
Item 3.02 Recent Sales of
On
Item 3.03 Material Modification to Rights of Security Holders.
On
A copy of the Amended and Restated Memorandum of Association and Articles of
Item 4.01 Changes in the Registrant's Certifying Accountant.
(a) Dismissal of independent registered public accounting firm.
On
The report of Friedman on Tottenham's financial statements as of
During the years ended
The Company provided Friedman with a copy of the foregoing disclosures prior to
the filing of this Current Report on Form 8-K and requested that Friedman
furnish a letter addressed to the
(b) Disclosures regarding the new independent auditor.
On
10
The information set forth in the Registration Statement in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Clene-Change in Certifying Accountant" on page 175 is incorporated herein by reference.
Item 5.01 Changes in Control of the Registrant.
The disclosure set forth under "Introductory Note" and "Item 2.01. Completion of Acquisition or Disposition of Assets" above is incorporated in this Item 5.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Information with respect to the Company's directors and executive officers
immediately after and in connection with the consummation of the Business
Combination is set forth in the Registration Statement in the section entitled
"
The information set forth under "Item 1.01. Entry into a Material Definitive Agreement-2020 Stock Plan" of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.
Item 5.06 Change in Shell Company Status.
As a result of the Business Combination, Tottenham and the Company ceased to be a shell company upon the closing of the Business Combination. The material terms of the Business Combination are described in the Registration Statement in the section entitled "Proposal No. 1-The Reincorporation Merger Proposal" beginning on page 62 and in the section entitled "Proposal No. 14-The Acquisition Merger Proposal" beginning on page 73 of the Registration Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Tottenham reported the results of the EGM on a Current Report on Form 8-K filed
on
Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The unaudited consolidated financial statements of
(b) Pro forma financial information
The unaudited pro forma condensed combined financial information of the Company
as of
11 (b) Exhibits Exhibit Number Exhibit Description 2.1 Merger Agreement datedSeptember 1, 2020 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 3.1 Amended and Restated Certificate of Incorporation ofClene Inc. 3.2 Bylaws ofClene Inc. 10.1 Escrow Agreement, by and amongClene Inc. ,Fortis Advisors LLC andContinental Sotck Transfer & Trust Company , as the escrow agent (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.2 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.3 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.4 2020 Equity Incentive Plan 10.5 Form of Indemnification Agreement between the Registration and its directors and executive officers (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.6 Form of Executive Employment Agreement (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.7 Form of Subscription Agreement (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.8# License Agreement, effectiveAugust 31, 2018 , betweenClene Nanomedicine, Inc. and4Life Research, LLC (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.9 Exclusive Supply Agreement, datedAugust 31, 2018 , betweenClene Nanomedicine, Inc. and4Life Research, LLC (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.10 Lease Agreement, datedMay 9, 2016 , and First Amendment of Lease Agreement, datedJanuary 6, 2017 , betweenUpper Chesapeake Flex One, LLC andClene Nanomedicine, Inc. (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 10.11## Clinical Research Support Agreement, datedSeptember 27, 2019 , betweenClene Nanomedicine, Inc. andThe General Hospital Corporation (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4 filed byChelsea Worldwide Inc. with theSecurities and Exchange Commission onDecember 15, 2020 ) 16.1 Letter to theSEC fromFriedman LLP , datedJanuary 5, 2021 . 21.1 Subsidiaries of the Registrant 99.1 Press Release, datedDecember 30, 2019 99.2 Unaudited pro forma condensed combined financial information ____________
# Schedules and similar attachments to this Exhibit have been omitted pursuant
to Item 601(a)(5) of Regulation S-K.
supplementally a copy of such omitted materials to the
601(b)(10)(iv) of Regulation S-K.The Company agrees to furnish supplementally an unredacted copy of the exhibit to theSEC upon its request. 12
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