| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 23, 2023 and March 24, 2023, Gardiner
Healthcare Acquisitions Corp. (the “Company”) issued two unsecured promissory notes (each, a “Convertible
Note” and, collectively, the “Convertible Notes”) to Payees (as defined below), pursuant to which the Company
is entitled to borrow an aggregate of up to $549,359.35 for costs, fees and expenses related to the Company’s operations, including
those relating to the preparation, negotiation and consummation of an intended Business Combination (as defined below). All unpaid principal
under the Convertible Notes will be due and payable in full on the earlier of (i) June 27, 2023 (the “Maturity Date”)
and (ii) the date on which the Company consummates an initial business combination (the “Business Combination”).
The Convertible Note entered into by the Company
on March 23, 2023 was issued to Moss Ridge PTY LTD (“Moss Ridge”) for a principal sum of up to $534,723.35 and the
Convertible Note entered into by the Company on March 24, 2023 was issued to Anthony Julien (“Julien” and, together
with Moss Ridge, each a “Payee” and, collectively, the “Payees”) for a principal sum of up to $14,636.
Pursuant to the terms of the Convertible Notes,
each Payee will have the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible
Notes into warrants to purchase the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”),
at a conversion price of $1.00 per warrant, with each warrant entitling the holder to purchase one share Common Stock at a price of $11.50
per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial
public offering.
A copy of the form of Convertible Note is filed
with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Convertible
Note is qualified in its entirety by reference thereto.
On March 24, 2023, the Company also issued an
unsecured promissory note (the “Promissory Note”) to Gardiner Warrant Holdings LLC, an affiliate of the Company, pursuant
to which the Company is entitled to borrow an aggregate of up to $14,190.00 for costs, fees and expenses related to the Company’s
operations, including those relating to the preparation, negotiation and consummation of an intended Business Combination. All unpaid
principal under the Promissory Note will be due and payable in full on the earlier of (i) the Maturity Date and (ii) the date on which
the Company consummates a Business Combination.
A copy of the Promissory Note is filed with this
Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Promissory Note
is qualified in its entirety by reference thereto.
Sponsor Support Agreement
In connection with entering into the
Convertible Note, on February 6, 2023, the Payees, Gardiner Healthcare Holdings, LLC, a Delaware limited liability company
(“Gardiner Sponsor”), Chardan Gardiner LLC, a Delaware limited liability company (“Chardan
Sponsor”), and CCMAUS Pty Ltd., an Australian company (together with the Gardiner Sponsor and Chardan Sponsor, the
“Sponsors” and each, a “Sponsor” of the Company) entered into a Sponsor Support Agreement (the
“Sponsor Support Agreement”), pursuant to which, among other things, the Sponsors agreed to assign and transfer
to the Lenders a certain number of shares of Common Stock owned by the Sponsors in accordance with the terms of such Sponsor Support
Agreement, as an inducement for the Lenders to make the Loans.
A copy of the Sponsor Support Agreement is filed
with this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference, and the foregoing description of the Sponsor
Support Agreement is qualified in its entirety by reference thereto.
