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United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): July 17, 2023
GARDINER HEALTHCARE ACQUISITIONS CORP.
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
|
001-41185 |
|
86-2899992 |
(State or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
3107 Warrington Road
Shaker Heights, Ohio |
|
44120 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (216) 633-6708
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 share of common stock, par value $0.0001 per share, and one redeemable warrant |
|
GDNRU |
|
The Nasdaq Stock Market LLC |
Shares of common stock, par value $0.0001 per share |
|
GDNR |
|
The Nasdaq Stock Market LLC |
Redeemable warrants |
|
GDNRW |
|
The Nasdaq Stock Market LLC |
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 x
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.
Item 1.01. Entry into a Material Definitive
Agreement.
Termination of Sponsor Support Agreements
As reported in the Company’s
Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2023 (the “Prior
Form 8-K”), on June 29, 2023, Gardiner Healthcare Acquisitions Corp. (the “Company”), Gardiner Healthcare
Holdings, LLC (“Gardiner Sponsor”, together with the Company, the “Borrowers”, and each, a “Borrower”)
and the Lenders (as defined below), among others, entered into a Cancellation and Release Agreement, filed as Exhibit 10.1 to the Prior
Form 8-K, and herein incorporated by reference, pursuant to which each Borrower and Lender agreed to cancel and terminate each of the
respective promissory notes (each a “Promissory Note”, and collectively, the “Promissory Notes”)
from a Borrower to a Lender, as identified in Exhibit A to such Cancellation and Release Agreement.
In connection with the cancellation
of the Promissory Notes, on July 17, 2023, each of Gardiner Sponsor, Chardan Gardiner LLC, a Delaware limited liability company (“Chardan
Sponsor”), CCMAUS Pty Ltd., an Australian company (“CCMAUS” and together with Gardiner Sponsor and Chardan
Sponsor, each, a “Sponsor” and together, the “Sponsors”) and the Lenders entered into a Termination
of Sponsor Support Agreements (“Termination Agreement”), effective as of June 29, 2023, pursuant to which the Sponsors
and the Lenders agreed to terminate the various Sponsor Support Agreements (collectively, the “Sponsor Support Agreements”),
including without limitation, (i) the Sponsor Support Agreement by and among Gardiner Sponsor and various lenders, dated as of May 1,
2023, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K with the SEC on May 5, 2023, and herein incorporated by
reference; (ii) the Sponsor Support Agreement by and among the Sponsors and various lenders, dated March 31, 2023, filed as Exhibit 10.2
to the Company’s Current Report on Form 8-K with the SEC on April 6, 2023, and herein incorporated by reference; and (iii) the Sponsor
Support Agreement by and among the Sponsors and various lenders, dated February 6, 2023, filed as Exhibit 10.3 to the Company’s
Current Report on Form 8-K with the SEC on March 29, 2023, and herein incorporated by reference, but, excluding, for purposes of clarification,
the letter agreement, dated December 21, 2021, by and among Gardiner Healthcare Acquisitions Corp., Gardiner Sponsor, Chardan Sponsor,
and CCMAUS.
The Lenders who were party
to the Termination Agreement, as well as one or more of the Sponsor Support Agreements, were as follows: (i) Seisun Capital PTY LTD (“Seisun
Capital”); (ii) Guy Spriggs Trust 12/16 (“Spriggs”); (iii) Kent Rinker (“Rinker”); (iv)
Greg Sukenik (“Sukenik”); (v) Virginia Stack (“Stack”); (vi) Moss Ridge Pty Ltd. (“Moss
Ridge”); and (vii) Sera Australia Pty Ltd (“Sera”, together with Seisun Capital, Spriggs, Rinker, Sukenik,
Stack and Moss Ridge, the “Lenders”, and each a “Lender”).
A copy of the Termination
Agreement 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 Termination Agreement is qualified in its entirely by reference thereto.
Item 1.02. Termination of a Material Definitive
Agreement.
The information disclosed
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
SIGNATURE
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.
|
GARDINER HEALTHCARE AcquisitionS Corp. |
|
|
|
By: |
/s/ Marc F. Pelletier |
|
|
Name: Marc F. Pelletier |
|
|
Title: Chief Executive Officer |
|
|
Date: July 20, 2023 |
|
Exhibit 10.1
Certain identified information marked with “[***]” has
been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
TERMINATION OF
SPONSOR SUPPORT AGREEMENTS
THIS TERMINATION OF SPONSOR
SUPPORT AGREEMENTS (this “Termination”) is dated as of June 29, 2023 (the “Effective Date”) by and
among 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 (“CCMAUS”
and together with the Gardiner Sponsor and Chardan Sponsor, each, a “Sponsor” and, together, the “Sponsors”),
one the one-hand, and each of the persons set forth on Schedule A hereto (each, a “Lender” and, together, the “Lenders”),
on the other hand. The Sponsors and Lenders are herein referred to as the “Parties” and each a “Party”.
RECITALS
WHEREAS, certain of the Parties
are party to various Sponsor Support Agreements (collectively, the “Sponsor Support Agreements”), including without
limitation, (i) the Sponsor Support Agreement by and among Gardiner Sponsor and various lenders, dated as of May 1, 2023; (ii) the Sponsor
Support Agreement by and among Sponsors and various lenders, dated March 31, 2023; and (iii) the Sponsor Support Agreement by and among
Sponsors and various lenders, dated February 6, 2023, but, excluding, for purposes of clarification, the letter agreement, dated December
21, 2021, by and among Gardiner Healthcare Acquisitions Corp., Gardiner Sponsor, Chardan Sponsor, and CCMAUS;
WHEREAS, prior to or contemporaneously
with the execution and delivery of each of the Sponsor Support Agreements, each of the Lenders identified on Schedule A entered into a
convertible promissory note, (the “Promissory Notes”) to which the Lenders agreed to loan up to the respective amounts
set forth on Schedule A; and
WHEREAS, Gardiner Founder
LLC, a Delaware limited liability company (“Founder”), which is the parent of Gardiner Sponsor, intends to enter into
a Class A Unit Purchase Agreement, dated on or about the Effective Date, with each of the Lenders (each in such capacity, a “Purchaser”
and, collectively, the “Purchasers”) and the other parties thereto (the “Purchase Agreement”) pursuant
to which the Founder will sell and transfer to the Purchasers membership units of Founder; and
WHEREAS, pursuant to the Cancellation
and Release Agreements, the Parties agreed that as of the effective date of the Cancellation and Release Agreements, the sum of the aggregate
outstanding principal, any accrued interest, and any other fees due to the Lender and all other payment obligations and liabilities under
the Promissory Note(s) shall be cancelled in full without any payment to the Lender and the Promissory Note(s) shall be automatically
terminated and of no further force and effect;
WHEREAS, relation to the Purchase
Agreement and the contemporaneous amendment and restatement of the Founder’s limited liability operating agreement the Parties are
required to cause this Termination to be executed and delivered;
NOW, THEREFORE, in consideration
of the premises set out above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
| 1. | Termination of Sponsor Support Agreements. As of the Effective Date, the Sponsor Support Agreements
are hereby terminated without further action by any of the Parties, including any and all rights and obligations thereunder, including
without limitation, any right of the Lenders to receive shares of common stock of the SPAC (as defined below), owned by the Sponsors,
and from and after the Effective Date shall have no further force or effect; provided, however, that the provisions of the Sponsor Support
Agreements which expressly survive termination in accordance with Section 3.1 of the Sponsor Support Agreements shall survive the termination
in accordance with their respective terms. |
| 2. | Mutual Release. As of the Effective Date, each Party, on behalf of itself and each of its Related
Parties, does hereby unconditionally and irrevocably release, waive and forever discharge the other Parties and each of its Related Parties
(collectively, the “Released Parties”), of and from any and all claims, actions, causes of action, suits, debts, liens,
contracts, agreements, promises, commitments, demands, charges, damages, awards, assessments, losses, costs, expenses (including attorneys’
fees and costs), and other liabilities and obligations that such Party or any of its Related Parties may now or henceforth have against
the Released Parties, of any nature or kind, known or unknown, suspected or unsuspected, from whatever cause, action, omission, or other
matter or circumstance, from the beginning of time to and through the Effective Date, solely to the extent arising
out of or relating to the Sponsor Support Agreements. A Party’s “Related Parties” means such Party’s
past, present and future parents, subsidiaries, affiliates, employees, officers, directors, shareholders,
members, agents, representatives, successors, and assigns. |
| 3. | Waiver. Each Party acknowledges that the applicable laws of many states provide substantially the
following: “A general release does not extend to claims which the creditor does not know
or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected
his or her settlement with the debtor.” Each Party acknowledges that such provisions are designed to protect a party from
waiving claims which it does not know exist or may exist. Nonetheless, each Party agrees that, as of the Effective Date, such Party shall
be deemed to waive any such provision. |
| 4. | Administrative Claims; Litigation. Each Party (a) expressly represents, warrants and covenants
not to sue the Released Parties to enforce any charge, claim or cause of action released pursuant to this Agreement, (b) participate,
assist, or cooperate in any such proceeding, or (c) encourage, assist and/or solicit any third party to institute any such proceeding.
This covenant not to bring or maintain any action in law or equity shall be subject to specific enforcement and the Released Parties,
or any of them, shall have standing to bring any such action for specific enforcement. This covenant does not apply to any suits or other
proceedings to enforce the provisions of this Termination. In any suit to enforce this Termination, the prevailing party shall be entitled
to reasonable attorneys’ fees and costs. |
| (a) | EACH PARTY HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS AND EFFECT OF THIS TERMINATION.
EACH PARTY HAS FULL AUTHORITY TO ENTER INTO THIS TERMINATION AND TO BE BOUND BY IT. EACH PARTY IS VOLUNTARILY ENTERING INTO THIS TERMINATION
FREE OF ANY DURESS OR COERCION. EACH PARTY HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL OF SUCH PARTY’S OWN CHOOSING WITH RESPECT
TO THE EXECUTION AND LEGAL EFFECT OF THIS TERMINATION. |
| (b) | Gardiner Healthcare Acquisitions Corp. (the “SPAC”) has selected Reed Smith LLP (“SPAC
Counsel”) as its legal counsel and has requested the assistance of SPAC Counsel in relation to the preparation of this Termination
and ancillary documents for the purpose of facilitating the recapitalization of the SPAC. The Parties acknowledge and agree that SPAC
Counsel does not represent any of the Parties, except SPAC, with respect to this Termination or the recapitalization of the SPAC in the
absence of a clear and explicit agreement to such effect between a Party, as the case may be, and SPAC Counsel (and then only to the extent
specifically set forth in that agreement), and that, in the absence of any such agreement, SPAC Counsel, to the fullest extent permitted
by applicable law, shall owe no duties to any Party (except SPAC) with respect to this Termination, any ancillary documents, or the subject
matter hereof and thereof. In furtherance of the foregoing, each Party hereby acknowledges and agrees that SPAC Counsel has helped prepare
this Termination and any ancillary documents only in its capacity as counsel to the SPAC to facilitate a recapitalization of the SPAC
through Gardiner Sponsor and Founder. The Parties acknowledge and agree that they have been previously advised as to the scope of SPAC
Counsel’s representation and of the fact that SPAC Counsel does not represent any of them (except SPAC) in any capacity in relation
to the subject matter of this Termination or any of the ancillary documents. Each Party acknowledges that SPAC Counsel assisted in the
preparation of the limited liability company operating agreement of both Gardiner Sponsor and Founder in relation to the SPAC’s
initial public offering of securities. Furthermore, the Parties hereby acknowledge and agree that they have been advised that they are
entitled to retain advisors, including legal, tax and financial advisors, in relation to their review and execution of this Termination
and all ancillary documents. The Parties acknowledge and agree that, in the event any dispute or controversy arises between the Parties,
on the one hand, and the SPAC (or an affiliate of the SPAC that SPAC Counsel represents), on the other hand, SPAC Counsel may represent
either the SPAC or any affiliate of the SPAC, or both, in any such dispute or controversy to the extent permitted by the applicable rules
of professional conduct in any jurisdiction, and each Party hereby consents to such representation. Each Party further acknowledges and
agrees that, whether or not SPAC Counsel has in the past represented such Party with respect to other matters, SPAC Counsel has not represented
the interests of any Party, except SPAC, in the preparation and negotiation of this Termination. SPAC Counsel is an express third party
beneficiary of this Section 5(b). |
| 6. | Severability. If any one or more of the provisions contained in this Termination, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions
held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions of this Termination. The Parties
hereto further agree to replace such invalid, illegal or unenforceable provision of this Termination with a valid, legal and enforceable
provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid, illegal or unenforceable
provision. |
| 7. | Governing Law. This Termination and any certificates delivered pursuant hereto shall be governed
by and construed in accordance with the laws of the State of Delaware without reference to the choice of law principles thereof. Each
Party hereby agrees and consents to be subject to the exclusive jurisdiction of the United States District Court in Delaware and, in the
absence of such federal jurisdiction, the Parties consent to be subject to the exclusive jurisdiction of any Delaware state court located
and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such
suit, action or other proceeding. In furtherance of the foregoing, each of the Parties (a) waives the defense of inconvenient forum, (b)
agrees not to commence any suit, action or other proceeding arising out of this Termination or any transactions contemplated hereby other
than in any such court, and (c) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may
be enforced in other jurisdictions by suit or judgment or in any other manner provided by law. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS TERMINATION
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY CERTIFIES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS REPRESENTATIVES HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT THE
OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS TERMINATION. |
| 8. | Counterparts. This Termination may be executed in any number of counterparts, each of which, when
so executed, shall be deemed to be an original, and all such counterparts shall together constitute but one and the same agreement. Counterparts
may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have
been duly and validly delivered and be valid and effective for all purposes. |
[Signature Page Follows]
IN WITNESS WHEREOF,
each Party has executed and delivered this Termination as of the date first above written.
| GARDINER HEALTHCARE HOLDINGS, LLC |
| | |
| By: | Gardiner Founder LLC, |
| its Managing Member |
| | |
| By: | /s/ Marc F. Pelletier |
| Name: Marc F. Pelletier |
| Title: Managing Member |
| CHARDAN GARDINER LLC |
| | |
| By: | /s/ Jonas Grossman |
| Name: Jonas Grossman |
| Title: Managing Member |
| CCMAUS PTY LTD |
| | |
| By: | /s/ Mohendra Moodley |
| Name: Mohendra Moodley |
| Title: Director |
[Sponsor Signature Page]
IN WITNESS WHEREOF,
each Party has executed and delivered this Termination as of the date first above written.
Moss Ridge Pty Ltd | | |
Name of Lender | | |
| | |
/s/ Chris Camarsh | | |
Signature of authorized signatory | | |
| | |
Chris Camarsh | | |
Name of authorized signatory | | |
| | |
CIO | | |
Title of authorized signatory | | |
[Signature Page of Lenders]
Seisun Capital PTY LTD | | |
Name of Lender | | |
| | |
/s/ Chris Camarsh | | |
Signature of authorized signatory | | |
| | |
Chris Camarsh | | |
Name of authorized signatory | | |
| | |
CIO | | |
Title of authorized signatory | | |
[Sponsor Signature Page]
Sera Australia PTY LTD ATF Serani Hybrid Trust | | |
Name of Lender | | |
| | |
/s/ Anthony Julian | | |
Signature of authorized signatory | | |
| | |
Anthony Julian | | |
Name of authorized signatory | | |
| | |
Director | | |
Title of authorized signatory | | |
[Sponsor Signature Page]
Guy Spriggs Trust 12/16 | | |
Name of Lender | | |
| | |
/s/ Guy Spriggs | | |
Signature of authorized signatory | | |
| | |
Guy Spriggs | | |
Name of authorized signatory | | |
| | |
Owner | | |
Title of authorized signatory | | |
[Sponsor Signature Page]
Virginia Stack | | |
Name of Lender | | |
| | |
/s/ Virginia Stack | | |
Signature of Lender | | |
[Sponsor Signature Page]
Kent Rinker | | |
Name of Lender | | |
| | |
/s/ Kent Rinker | | |
Signature of Lender | | |
[Sponsor Signature Page]
Greg Sukenik | | |
Name of Lender | | |
| | |
/s/ Greg Sukenik | | |
Signature of Lender | | |
[Sponsor Signature Page]
Certain identified information marked with “[***]” has
been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
SCHEDULE A
SPONSORS
Sponsor |
Shares of SPAC Common Stock Held |
Gardiner Healthcare Holdings, LLC |
1,336,563 |
Chardan Gardiner LLC |
370,125 |
CCMAUS Pty Ltd. |
349,562 |
LENDERS
Lender |
Address |
Loan Amount by Loan |
Seisun Capital PTY LTD |
[***] |
$75,000 |
Guy Spriggs Trust 12/16 |
[***] |
$200,000 |
Kent Rinker |
[***] |
$50,000 |
Greg Sukenik |
[***] |
$25,000 |
Moss Ridge PTY LTD |
[***] |
$534,723.45 |
Anthony Julian, Sera Australia PTY LTD ATF Serani Hybrid Trust |
[***] |
$14,636.00 |
Moss Ridge PTY LTD |
[***] |
$167,000.00 |
Moss Ridge PTY LTD |
[***] |
$30,000.00 |
Moss Ridge PTY LTD |
[***] |
$75,000.00 |
Virginia Stack (Gerald Stack) |
[***] |
$75,000 |
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