Clene Inc S-4/A, filed Dec 14, 2020

Clene Inc. (CLNN)

S-4/A 2020-12-14

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Delaware		6770		85-2828339
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Price Per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock to be issued pursuant to the Acquisition Merger		54,598,655	$	10.00		545,986,550.00	$	70,869.05	⁽²⁾⁽³⁾
Common Stock to be issued pursuant to the earn-out arrangement		9,083,333	$	10.00	$	90,833,330.00	$	9,909.92	⁽⁴⁾
Common Stock to be issued pursuant to the Reincorporation Merger		2,488,140	$	10.00		24,881,400.00		3,229.61	⁽²⁾⁽³⁾
Common Stock underlying Units to be issued pursuant to the Reincorporation Merger		218,283	$	10.00	$	2,182,830.00	$	283.33	⁽²⁾⁽³⁾
Common Stock underlying Rights to be issued pursuant to the Reincorporation Merger		481,500	$	10.00	$	4,815,000.00	$	624.99	⁽²⁾⁽³⁾
Warrants to be issued pursuant to the Reincorporation Merger		4,815,000	$	0.16	$	770,400.00	$	100.00	⁽²⁾⁽³⁾
Common Stock underlying Warrants		2,407,500	$	11.50	$	27,686,250.00	$	3,593.68	⁽²⁾⁽³⁾
Units underlying the Unit Purchase Option		220,000	$	11.50	$	2,530,000.00	$	328.39	⁽²⁾⁽³⁾
Common Stock included as part of the Unit Purchase Option		220,000	$	0.00	$	—	$	—
Warrants included as part of the Unit Purchase Option		220,000	$	0.00	$	—	$	—
Rights included as part of the Unit Purchase Option		220,000	$	0.00	$	—	$	—
Common Stock underlying Unit Purchase Option Rights		22,000	$	10.00	$	220,000.00	$	28.56	⁽²⁾⁽³⁾
Common Stock underlying Unit Purchase Option Warrants		110,000	$	11.50	$	1,265,000.00	$	164.20	⁽²⁾⁽³⁾
Total					$	701,170,760.00	$	89,131.71	⁽³⁾

Exhibit Number		Description
2.1*		Merger Agreement dated September 1, 2020 (included as Annex A to this proxy statement/consent solicitation statement/prospectus)
3.1*		Tottenham Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Annex A to the Tottenham Definitive Proxy Statements filed with the Securities & Exchange Commission on October 26, 2020)
3.2**		Certificate of Incorporation of Chelsea Worldwide Inc.
3.3*		Amended and Restated Certificate of Incorporation of Chelsea Worldwide Inc. (Exhibit E to the Merger Agreement and included as Annex B to this proxy statement/consent solicitation statement/prospectus)
3.4*		Form of Chelsea Worldwide Inc. Bylaws (Exhibit E to the Merger Agreement)
4.1*		Specimen TOTA Unit Certificate (incorporated by reference to Exhibit 4.1 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
4.2*		Specimen TOTA Ordinary Shares Certificate (incorporated by reference to Exhibit 4.2 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
4.3*		Specimen TOTA Rights Certificate (incorporated by reference to Exhibit 4.3 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
4.4*		Specimen TOTA Warrant Certificate (incorporated by reference to Exhibit 4.4 to the Tottenham Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
4.5*		Warrant Agreement, dated August 1, 2018, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2018)
4.6*		Rights Agreement, dated August 1, 2018, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
4.7*		Form of Unit Purchase Option between the Registrant and Chardan Capital Markets, LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on July 5, 2018)
5.1***		Form of Opinion of Loeb & Loeb LLP as to Validity of PubCo Common Stock and PubCo Warrants
8.1**		Form of Opinion of Loeb & Loeb LLP regarding certain federal income tax matters
10.1*		Letter Agreements, dated August 1, 2019, among the Registrant and the Registrant’s Officers and Directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
10.2*		Investment Management Trust Account Agreement, dated August 1, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
10.3*		Amendment to the Investment Management Trust Account Agreement, dated November 6, 2020, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Annex A to the Tottenham Definitive Proxy Statements filed with the Securities & Exchange Commission on October 26, 2020)
10.4*		Stock Escrow Agreement, dated August 1, 2019, among the Registrant, Continental Stock Transfer & Trust Company, and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
10.5*		Registration Rights Agreement, dated August 1, 2019, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 7, 2018)
10.6*		Form of Shareholder Support Agreement
10.7*		Initial Shareholders Forfeiture Agreement (Exhibit C to the Merger Agreement)
10.8**		Form of Escrow Agreement
10.9*		Form of Lock-Up Agreement (Exhibit A to the Merger Agreement)
10.10*		Registration Rights Agreement (Exhibit B to the Merger Agreement)
10.11**		Form of Executive Employment Agreement

Exhibit Number		Description
10.12***		Subscription Agreement
10.14**#		License Agreement, effective August 31, 2018, between Clene Nanomedicine, Inc. and 4Life Research, LLC
10.15**		Exclusive Supply Agreement, dated August 31, 2018, between Clene Nanomedicine, Inc. and 4Life Research, LLC
10.16**		Lease Agreement, dated May 9, 2016, and First Amendment of Lease Agreement, dated January 6, 2017, between Upper Chesapeake Flex One, LLC and Clene Nanomedicine, Inc.
10.17**##		Clinical Research Support Agreement, dated September 27, 2019, between Clene Nanomedicine, Inc. and The General Hospital Corporation.
10.18**		Form of Indemnification Agreement between the Registrant and its directors and executive officers
16.1**		Letter from Deloitte & Touche LLP
23.1**		Consent of Friedman LLP
23.2**		Consent of PricewaterhouseCoopers LLP
23.3***		Consent of Loeb & Loeb LLP (included in Exhibits 5.1)
99.1**		Consent of Robert Etherington to be named as a director of Clene Inc.
99.2**		Consent of Shalom Jacobovitz to be named as a director of Clene Inc.
99.3**		Consent of Alison Mosca to be named as a director of Clene Inc.
99.4**		Consent of Jonathon Gay to be named as a director of Clene Inc.
99.5**		Consent of David Matlin to be named as a director of Clene Inc.
99.6**		Consent of John Stevens to be named as a director of Clene Inc.
99.7**		Consent of Reed Wilcox to be named as a director of Clene Inc.
99.8**		Consent of Chidozie Ugwumba to be named as a director of Clene Inc.
99.9**		Form of Proxy Card

Copies of communications to:

Lawrence Venick Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 (212) 407-4000 (212) 407-4990 — Facsimile		David Zhang, Esq. Benjamin W. James, Esq. Kirkland & Ellis International LLP c/o 26/F, Gloucester Tower, The Landmark 15 Queen’s Road Central Hong Kong

	Chelsea Worldwide Inc.

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

Name		Title

/s/ Jason Ma		Chief Executive Officer and Sole Director
Jason Ma		(Principal Executive Officer and Principal Financial and Accounting Officer)

Name of Investor:	State/Country of Formation or Domicile:

By: _____________________________________
Name: ___________________________________
Title: ___________________________________

Name in which Shares are to be registered (if different):	Date: ________, 2020

Investor’s EIN:

Business Address-Street:	Mailing Address-Street (if different):

City, State, Zip:	City, State, Zip:

Attn: ____________________________________	Attn: ____________________________________

Telephone No.:	Telephone No.:

Facsimile No.:	Facsimile No.:

Number of Shares subscribed for:

Aggregate Subscription Amount: $	Price Per Share: $[●]

Number of Shares:		Holder:

Exercise Price per Share:		Warrant No.

Issue Date:		Expiration Date:

☐	________ Shares of the Company covered by such Warrant; or

☐	the maximum number of Shares of the Company covered by such Warrant pursuant to the cashless exercise procedure set forth therein.

☐	$__________ in lawful money of the United States; and/or

☐	the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ Shares of the Company (using a Fair Market Value of $_______ per Share for purposes of this calculation); and/or

☐	the cancellation of such number of Shares of the Company as is necessary, in accordance with the formula set forth in Section 4 of the Warrant, to exercise this Warrant with respect to the maximum number of Shares of the Company purchasable pursuant to the cashless exercise procedure set forth in Section 4.

	Name of Warrant Holder:

	(Print)

	(By:)

	(Name:)

	(Title:)

	Signatures must conform in all respects to the name of the Warrant Holder on the face of the Warrant.