Clene Nanomedicine Inc. entered into a definitive agreement to acquire Tottenham Acquisition I Limited (NasdaqCM:TOTA) in a reverse merger transaction for approximately $680 million on September 1, 2020. Under the terms of the transaction, the shareholders of Clene and management will receive approximately 54.25 million shares at a value of $542.5 million of Chelsea Worldwide's common stock plus net proceeds in shares at $10 per share or Tottenham's cash-in-trust value per share on closing date. In addition, Clene shareholders will be entitled to receive earn-out consideration of up to an additional 8.3 million shares of Tottenham's common stock, as 3.33 million shares milestone 1 if the VWAP of the shares equals or exceeds $15 in any twenty trading days within a thirty trading day period within the three years following the closing of the business combination on any securities exchange or securities market on which the shares are then traded or the change of control price equals or exceeds the price if a change of control transaction occurs within the three years following the closing of the business combination, 2.5 million shares milestone 2 if the VWAP of the shares equals or exceeds $20 in any twenty trading days within a thirty trading day period within the six years following the closing of the business combination on any securities exchange or securities market on which the shares are then traded or the change of control price equals or exceeds the price if a change of control transaction occurs within the five years following the closing of the business combination and 2.5 million shares will be received if subject to Clene Inc. achieving certain share price thresholds prior to certain future dates or meeting certain Covid-19 clinical trial targets, within twelve months after the closing of the business combination as set forth in the merger agreement. If milestone 1 is not achieved and milestone 2 is, achieved shareholders will receive a catch-up payment equal to the Milestone 1. Additionally, in connection with the forfeiture by the initial shareholders of 0.75 million shares at the closing the initial shareholders are entitled to receive earn-out shares of 0.375 million shares if milestone 1 is satisfied and 0.375 million shares if milestone 2 is satisfied. If milestone 1 is not achieved but milestone 2 is achieved, the initial shareholders shall receive the milestone 1 initial shareholders earn-out shares as well as the milestone 2 initial shareholders earn-out shares upon satisfaction of the requirements of milestone 2.5% of the closing payment shares to be issued will be held in escrow for a period of 6 months after the closing. Post-merger, Tottenham's existing shareholders, including the initial shareholders, will own approximately 5.89% and Clene's current stockholders will own of approximately 90.41% of combined company. If the transaction is not completed by February 6, 2021, the agreement is to be terminated by Clene Nanomedicine. The shareholders meeting will be held to devoted to proposals to amend both amended and restated memorandum and articles of association and to extend the date by which the deal needs to be completed to November 6, 2020 to March 6, 2021. Pursuant to the transaction, 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, 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 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's current management team will comprise of eight members and continue running the combined company after the transaction.

The transaction is subject to the approval of shareholders of Tottenham and Clene Nanomedicine. The transaction is also subject to Tottenham retaining its listing on Nasdaq and the additional listing application for the closing payment shares to be issued to Clene's stockholders being approved by Nasdaq, any waiting period under the HSR Act relating to the transaction being expired or being terminated and escrow agreement being entered into and being in full force and effect, all debt owed by Tottenham to the sponsor shall have been converted into TOTA Ordinary shares and SEC shall have declared the Registration Statement effective. The Board of Directors of Clene Nanomedicine Inc. and Tottenham unanimously approved the transaction and recommends its shareholders to vote for the transaction. If Tottenham does not consummate the Business Combination and fails to complete an initial business combination by November 6, 2020, Tottenham will be required to dissolve and liquidate. As of October 16, 2020, owing to delays resulting from the COVID-19 pandemic, the business combination may not close before November 6, 2020 (i.e. Current Termination Date). Therefore, Tottenham Acquisition's Board of Directors has determined to extend the Current Termination Date to the Extended Termination Date and provide that the date for cessation of operations of Tottenham has not completed a business combination would similarly be extended to the Extended Termination Date of February 21, 2020. As of December 18, 2020, the registration statement has been declared effective. As of December 28, 2020, Tottenham shareholder's meeting to approve the transaction will be held on December 30, 2020.

Lawrence Venick and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisors to Tottenham. James Jian Hu, Dean S. Shulman, P.C., Vivek Ratnam, Michael Krasnovsky, Justin You Zhou, Talya Levi; Aidan S. Murphy; Mel Kim; Tonna Onyendu; Min Wang; Scottie Shermetaro; Bari Mohibi; John Kleinjan; Peter J. Mee; Alexander Flynn-Tabloff; Alexandra Mihalas; Jack M. Amaro; Sara Michaelchuck Webber; Maureen Stringham; Ian Craig; Jacob R. Clark; Shawn B. Cooley; Jeremy A. Iloulian; Sally Evans and Chris Boyd of Kirkland & Ellis LLP while David Zhang, Benjamin W. James of Kirkland & Ellis and Stoel Rives LLP acted as legal advisors to Clene. LifeSci Capital, LLC and Chardan Capital Markets, LLC acted as financial advisors to Clene and Tottenham. Continental Stock Transfer & Trust Company, Inc. acted as the transfer agent and Advantage Proxy, Inc. acted as the proxy solicitor for Tottenham Acquisition I Limited. Fortis Advisors, LLC acted as the financial advisor for the shareholders of Clene Nanomedicine Inc. Tottenham Acquisition I Limited will pay an advisory fee of $1 million to Chardan Capital Markets, LLC. Clene issued 644,164 shares as advisory fees to LifeSci Capital, LLC.

Clene Nanomedicine Inc. completed the acquisition of Tottenham Acquisition I Limited (NasdaqCM:TOTA) in a reverse merger transaction on December 30, 2020. Clene Nanomedicine Inc. will commence trading on the NASDAQ Capital Market on December 31, 2020, under the ticker symbol “CLNN".