UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )*
Gardiner Healthcare
Acquisitions Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
365506203
(CUSIP Number)
Jonas Grossman
Chardan Gardiner LLC
17 State Street, 21st Floor
New York, NY 10004
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 16, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a Reporting Entity’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior
cover page. |
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 365506203
| (1) |
Names of Reporting Entities
Chardan Gardiner LLC
|
| (2) |
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b)
x
|
| (3) |
SEC USE ONLY |
| (4) |
Source of funds (see instructions)
WC
|
| (5) |
Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
¨
|
| (6) |
Citizenship or place of organization
Delaware
|
| Number of shares beneficially owned by each reporting person with |
(7) |
Sole voting power
1,005,708
|
| (8) |
Shared voting power
0
|
| (9) |
Sole dispositive power
1,005,708
|
| (10) |
Shared dispositive power
0
|
| (11) |
Aggregate amount beneficially owned by each Reporting Entity
1,005,708
|
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
| (13) |
Percent of class represented by amount in Row (11)
26.8% (1)
|
| (14) |
Type of Reporting Entity (see instructions)
OO |
| (1) | Calculation is based upon 3,758,900 shares of Common Stock outstanding as of August 8, 2023, as reported in the Issuer’s Annual
Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2023. |
CUSIP No. 365506203
| (1) |
Names of Reporting Entities
Jonas Grossman
|
| (2) |
Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b)
x
|
| (3) |
SEC USE ONLY |
| (4) |
Source of funds (see instructions)
AF
|
| (5) |
Check
box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
| (6) |
Citizenship or place of organization
United States of America
|
| Number of shares beneficially owned by each reporting person with |
(7) |
Sole voting power
1,005,708
|
| (8) |
Shared voting power
0
|
| (9) |
Sole dispositive power
1,005,708
|
| (10) |
Shared dispositive power
0
|
| (11) |
Aggregate amount beneficially owned by each Reporting Entity
1,005,708
|
| (12) |
Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions)
¨
|
| (13) |
Percent of class represented by amount in Row (11)
26.8% (1)
|
| (14) |
Type of Reporting Entity (see instructions)
IN |
| (1) | Calculation is based upon 3,758,900 shares of Common Stock outstanding as of August 8, 2023, as reported in the Issuer’s Annual
Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2023. |
| Item 1. | Security and Issuer. |
This Statement on Schedule 13D (“Statement”) relates
to the common stock, par value $0.0001 per share (“Common Stock”) of Gardiner Healthcare Acquisitions Corp., a Delaware
corporation (the “Issuer”). The address of the Issuer’s principal executive office is 3107 Warrington Road, Shaker
Heights, Ohio 44120. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2. | Identity and Background. |
(a) This Statement is being filed jointly on behalf of the following
persons (collectively, the “Reporting Persons”):
(i)
Chardan Gardiner LLC, a Delaware limited liability company (the “Chardan Gardiner”); and
(ii) Mr. Jonas
Grossman (“Mr. Grossman”), managing member of Chardan Gardiner.
(b) The address of the principal business office
of Chardan Gardiner is 17 State Street, 21st Floor, New York, NY 10004. The address of the principal business office of Mr. Grossman is
1 East Putnam Avenue, 4th Floor, Greenwich, CT 06830.
(c) The principal business of Chardan Gardiner is
investing in securities and providing strategic growth support to the targets of those investments. The principal business of Jonas Grossman
is investment banking and principal investing.
(d) None of the Reporting Persons has, during the
last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the
last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of
which such person was, or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(f) Chardan Gardiner is a Delaware limited liability
company. Mr. Grossman is a citizen of the United States.
| Item 3. | Source and Amount of Funds or Other Consideration. |
On April 9, 2021, Chardan Gardiner entered into a Founder Shares Purchase
Agreement (the “Founder Shares Purchase Agreement”) with Gardiner Healthcare Holdings, LLC (“Gardiner Healthcare”)
pursuant to which Chardan Gardiner purchased 388,125 shares of the Issuer’s Common Stock (the “Founder Shares”)
for an aggregate purchase price of $4,500, or approximately $0.012 per share. Subsequently, on October 15, 2021, Chardan Gardiner granted
an aggregate of 18,000 Founder Shares to certain independent directors of the Issuer.
On December 21, 2021 the Issuer consummated its Initial Public Offering
(the “IPO”) of 7,500,000 units at a price of $10.00 per unit, each unit consisting of one share of common stock and
one redeemable warrant. On December 29, 2021, the underwriter exercised its over-allotment option in full, resulting in the issuance of
an additional 1,125,000 units at a public offering price of $10.00 per unit.
Simultaneous with the closing of the IPO, Chardan Gardiner entered
into a Private Placement Warrant Purchase Agreement with the Issuer (the “Warrant Purchase Agreement”), pursuant to
which Chardan Gardiner purchased an aggregate of 572,143 warrants at a purchase price of $1.00 per warrant (the “Private Warrants”).
Subsequently, on December 29, 2021, in connection with the underwriter’s exercise of its over-allotment option, Chardan Gardiner
purchased an additional 50,624 Private Warrants. The Private Warrants were purchased for an aggregate consideration of $622,767 using
funds from working capital. The Private Warrants are exercisable pursuant to the terms of a Warrant Agreement dated as of December 21,
2021 by and between by and between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant
Agreement”). Each Private Warrant entities the holder to purchase one share of Common Stock at a price per share of $11.50,
and will become exercisable on the later of one year after the closing of the IPO or the consummation of an initial business combination.
The Private Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the consummation of the IPO, unless they
are no longer held by Chardan Gardiner or a related person, in which case they will expire at 5:00 p.m., New York City time, on the fifth
anniversary of the Issuer’s completion of an initial business combination.
On August 16, 2023, Chardan Gardiner entered into a Founder Shares
Transfer Agreement (the “Founder Shares Transfer Agreement”) with Gardiner Healthcare, pursuant to which Gardiner Healthcare
transferred 635,583 Founder Shares and 2,110,491 Private Warrants to Chardan Gardiner for an aggregate consideration of $7.53.
The securities described herein were purchased using funds from working
capital. The foregoing descriptions of the Founder Shares Purchase Agreement, Warrant Purchase Agreement, Warrant Agreement, and Founder
Shares Transfer Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which
are attached as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, to this Statement and are incorporated herein by reference.
| Item 4. | Purpose of Transaction. |
The information set forth in Item 3 hereof is
incorporated by reference in its entirety into this Item 4.
The securities described herein were acquired
solely for investment purposes. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer
in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market
conditions or other factors. The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding
the acquisition by the Reporting Persons of others of shares of the Issuer’s Common Stock held by such stockholders. Additionally,
the Reporting Persons may acquire additional Securities through open market transactions, privately negotiated transactions or other methods.
In connection with the foregoing, and as may be
appropriate from time to time, each of the Reporting Persons may consider the feasibility and advisability of various alternative courses
of action with respect to the Reporting Persons’ investment in the Issuer, including, without limitation: (a) the acquisition or
disposition of Common Stock, including through derivative transactions which may include security-based swaps and short sales;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors
or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) other material
changes in the Issuer’s business or corporate structure; (g) changes in the Issuer’s articles of incorporation or bylaws or
other actions that may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer’s securities
to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination
of registration pursuant to Section 12 of the Exchange Act; or (j) any action similar to those enumerated above. Except as described in
Item 6 and this Item 4, the Reporting Persons do not currently have any plans or proposals that relate to or would result in any of the
actions specified in clause (a) through (j) of this paragraph.
The Reporting Persons intend to review their investment
in the Issuer from time to time on the basis of various factors, including the Issuer’s business, financial condition, results of
operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s
stock in particular, as well as other developments.
| Item 5. | Interest in Securities of the Issuer. |
(a)-(b) The responses of the Reporting Persons
with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Schedule 13D are incorporated
herein by reference. The percentage listed in Row 13 for each Reporting Person was calculated based upon 3,758,900 shares of Common Stock
outstanding as of August 8, 2023, as reported in the Issuer’s Annual Report on Form 10-Q filed with the Securities and Exchange
Commission on August 9, 2023.
Chardan Gardiner directly holds 1,005,708 shares
of Common Stock, representing approximately 26.8% of the Common Stock outstanding. Mr. Grossman, as managing member of Chardan Gardiner,
may be deemed to beneficially own the shares of Common Stock held directly by Chardan Gardiner.
The foregoing excludes 2,733,258 shares issuable
upon the exercise of Private Warrants issued to Chardan Gardiner that are exercisable upon the completion of the Issuer’s initial
business combination.
(c) Except as reported in Item 3 of this Statement,
none of the Reporting Persons have effected transactions in the Common Stock of the Issuer during the past 60 days.
(d) To the best knowledge of the Reporting Persons,
no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, is known to have
the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock
reported herein as beneficially owned by the Reporting Persons.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information set forth in Item 3 hereof is
incorporated by reference in its entirety into this Item 6.
Registration and Stockholder Rights Agreement
The holders of Founder Shares, as well as the holders of the Private
Warrants (and underlying securities), are entitled to registration and stockholder rights pursuant to a Registration and Stockholder Rights
Agreement dated December 21, 2021 (the “Registration Rights Agreement”). The holders of a total of not less than 300,000
Founder Shares are entitled to make up to two demands that the Issuer registers such securities. Such holders can elect to exercise these
registration rights (i) with respect to the Private Warrants, at any time commencing on the date that the Issuer consummates an initial
business combination, and (ii) with respect to all other registrable securities (as defined in the Registration Rights Agreement), three
months prior to the date on which the Founder Shares are to be released from escrow, but prior to December 21, 2026. The holders of a
majority of the Private Warrants (and underlying securities) can elect to exercise these registration rights at any time after the Issuer
consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to
registration statements filed subsequent to the consummation of a business combination. The holders of registrable securities may at any
time and from time to time, request in writing that the Issuer register the resale of any or all of such Registrable Securities on Form
S-3 or any similar short-form registration which may be available at such time; provided, however, that the Issuer shall not be obligated
to effect such request through an underwritten offering. Notwithstanding the foregoing, Chardan Gardiner may not, with respect to the
Private Warrants purchased by it, exercise its demand and “piggy-back” registration rights after five and seven years, respectively,
after December 21, 2021 and may not exercise its demand rights on more than one occasion. The Issuer will bear the expenses incurred in
connection with the filing of any such registration statements.
Letter Agreement
In connection with the closing of the IPO, Chardan Gardiner entered
into a letter agreement with the Issuer (the “Letter Agreement”) pursuant to which the Founder Shares then held by
Chardan Gardiner and certain other initial shareholders (including the shares that Chardan Gardiner has since purchased through the Founder
Shares Transfer Agreement) were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow
agent. 50% of such shares may not be transferred, assigned, sold or released from escrow until the earlier of (i) 6 months after the date
of the consummation of the Issuer’s initial business combination or (ii) the date on which the closing price of the Issuer’s
shares of common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations)
for any 20 trading days within any 30-trading day period commencing after the initial business combination, and the remaining 50% of the
Founder Shares may be transferred, assigned, sold or released from escrow until 6 months after the date of the consummation of the initial
business combination, or earlier, in either case, if, subsequent to the Issuer’s initial business combination, the Issuer consummates
a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of stockholders having the right to
exchange their shares of common stock for cash, securities or other property. During the escrow period, the holders of these shares will
not be able to sell or transfer their securities except for certain permitted transfers described in the Letter Agreement.
The foregoing descriptions of the Registration Rights Agreement and
Letter Agreement do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are attached
as Exhibits 99.6 and 99.7, respectively, to this Statement and are incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
SIGNATURES
After reasonable inquiry
and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: August 28, 2023
| |
Chardan Gardiner LLC |
| |
|
| |
By: |
/s/ Jonas Grossman |
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Name: |
Jonas Grossman |
| |
Title: |
Managing Member |
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|
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By: |
/s/ Jonas Grossman |
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Name: |
Jonas Grossman |
EXHIBIT 99.1
JOINT FILING AGREEMENT
This will confirm the agreement
by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with
respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Gardiner Healthcare Acquisitions
Corp., a Delaware corporation, is being filed and all amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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Chardan Gardiner LLC |
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|
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By: |
/s/ Jonas Grossman |
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Name: |
Jonas Grossman |
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Title: |
Managing Member |
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By: |
/s/ Jonas Grossman |
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Name: |
Jonas Grossman |
Exhibit
99.5
FOUNDER SHARES TRANSFER
AGREEMENT
THIS FOUNDER
SHARES TRANSFER AGREEMENT (this “Agreement”) is entered into effective as of August 16, 2023 (the “Effective
Date”), between Chardan Gardiner LLC, a Delaware limited liability company (the “Chardan Sponsor”), and Gardiner
Healthcare Holdings, LLC (the “Transferor”). Chardan Sponsor and Transferor are herein referred to as the “Parties”
and each a “Party”.
WHEREAS, Gardiner
Sponsor is a wholly-owned subsidiary of Gardiner Founder LLC (“Founder”); and
WHEREAS, Transferor
is the holder of shares of the common stock, $0.0001 par value per share (the “Common Stock”) of Common Stock and Private
Placement Warrants (the “Private Warrants”) of Gardiner Healthcare Acquisitions Corp., a Delaware corporation (the
“SPAC”); and
WHEREAS, Transferor
desires to transfer to Chardan Sponsor, and Chardan Sponsor desires to receive from Transferor, 635,583 shares of Common Stock and 2,110,491
Private Warrants (the “Transferred Securities”) on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Transfer. Subject to the terms and conditions of this Agreement, in consideration of seven and 53/100 United States Dollars
(U.S. $7.53), the receipt and sufficiency of which is hereby acknowledged, Transferor hereby agrees to sell, assign, transfer, and deliver
to Chardan Sponsor (the “Transfer”), all of Transferor’s right, title and interest in and to the Transferred
Securities. On the date hereof, Transferor shall deliver to Chardan Sponsor the Transferred Securities, together with an executed power
evidencing transfer thereof (attached hereto).
2.
Representations and Warranties of Transferor. In connection with the Transfer, Transferor hereby represents and warrants
to Chardan Sponsor as follows:
(a)
Ownership of Transferred Securities. Transferor owns all right, title and interest (legal and beneficial) in and to all
of the Transferred Securities free and clear of all liens, including without limitation any lien, pledge, claim, security interest, encumbrance,
mortgage, assessment, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise, other
than as may arise under applicable securities laws and those set forth in the Stock Escrow Agreement, dated December 21, 2021 (the “Escrow
Agreement”), by and among the SPAC, the initial stockholders, and Continental Stock Transfer and Trust Company, a New York corporation
(“CST”), and the letter agreement, dated December 21, 2021, by and among the SPAC, Chardan Sponsor and another initial
stockholder of the SPAC (the “Insider Letter”). Upon delivery and payment for the Transferred Securities, Chardan Sponsor
shall acquire valid and unencumbered title to such Transferred Securities, except as set forth in the Escrow Agreement and the Insider
Letter. Chardan Sponsor acknowledges and agrees that it shall contemporaneously herewith enter into the letter agreement substantially
in the form attached hereto as Exhibit A with CST with respect to the restrictions and obligations relating to the Escrow Agreement
and the Insider Letter. Except for pursuant to this Agreement, no person has any agreement, option, understanding or commitment (oral
or in writing) with Transferor for the purchase or acquisition of any of the Transferred Securities.
(b)
Authorization, Approval and Enforceability. Transferor has full power and authority to execute, deliver and perform his
obligations under this Agreement. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with, or
notification to, any person or entity is required on the part of Transferor in connection with the execution and delivery of this Agreement
or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Transferor and constitutes
a legal, valid and binding obligation of Transferor, enforceable in accordance with its terms except as limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,
or (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c)
Organization and Authority. Transferor is a limited liability company duly organized, validly existing, and in good standing
under the laws of the State of Delaware. The execution and delivery by Transferor of this Agreement, and the performance by Provider of
its obligations hereunder have been duly and validly authorized by Transferor.
(d)
No Conflicts. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on
the part of Transferor will breach any statutes or regulations of any governmental authority, domestic or foreign, or will conflict with
or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree, or instrument to which
Transferor is a party or by which he or his assets may be bound, or constitute a default thereunder or an event which with the giving
of notice or passage of time or both would constitute a default thereunder, or require the consent of any person or entity (other than
consents obtained on or before the Closing), which, in each of the foregoing cases, would have any material adverse impact on Transferor’s
ability to perform his obligations hereunder.
(e)
No Broker. No person has any right or other claim against Transferor for any commission, fee or other compensation as a
finder or broker in connection with the Transfer.
3.
Representation and Warranties of Chardan Sponsor. In connection with the Transfer, Chardan Sponsor hereby represents and
warrants to Transferor as follows:
(a)
Authorization, Approval and Enforceability. Chardan Sponsor has full power and authority to execute, deliver and perform
his obligations under this Agreement. No consent, waiver, approval, order, permit or authorization of, or declaration or filing with,
or notification to, any person or entity is required on the part of Chardan Sponsor in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Chardan
Sponsor and constitutes a legal, valid and binding obligation of Chardan Sponsor, enforceable in accordance with its terms except as limited
by (i) applicable bankruptcy and other laws of general application affecting enforcement of creditors’ rights generally, or (ii)
laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(b)
No Conflicts. Neither the execution and delivery of this Agreement nor compliance with the terms and provisions hereof on
the part of Chardan Sponsor will breach any statutes or regulations of any governmental authority, domestic or foreign, or of any of the
terms, conditions or provisions of any judgment, order, injunction, decree, agreement or instrument to which Chardan Sponsor is a party
or by which its assets may be bound, or constitute a default thereunder or an event which with the giving of notice or passage of time
or both would constitute a default thereunder, or require the consent of any person or entity, which, in each of the foregoing cases,
would have any material adverse impact on Chardan Sponsor’s ability to perform its obligations hereunder.
(c)
Organization and Authority. Chardan Sponsor is a limited liability company duly organized, validly existing, and in good
standing under the laws of the State of Delaware. The execution and delivery by Chardan Sponsor of this Agreement, and the performance
by Chardan Sponsor of its obligations hereunder have been duly and validly authorized by Chardan Sponsor.
(d)
No Broker. No person has any right or other claim against Chardan Sponsor for any commission, fee or other compensation
as a finder or broker in connection with the Transfer.
(e)
Ability to Bear Risk. Chardan Sponsor is financially capable of bearing the risk of loss of the entire investment represented
by the Transferred Securities and is able to bear the economic risk of investment in the Transferred Securities for an indefinite period
of time. Chardan Sponsor is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities
Act of 1933, as amended.
(f)
Receipt of Information. Chardan Sponsor acknowledges that it (i) has been duly and validly authorized to Transfer the Transferred
Securities voluntarily and without inducement by Transferor or any other Person, (ii) has undertaken a thorough evaluation of the transactions
contemplated hereby, and (iii) has had an opportunity to consult with legal and financial experts regarding the transactions contemplated
hereby. Chardan Sponsor acknowledges that Transferor nor any of its members, managers, officers, employees or agents have not made any
representations or warranties to Chardan Sponsor relating to the SPAC, its business, financial performance, or prospects, and Chardan
Sponsor has not relied upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Transferor.
(a)
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, each Party
and their respective successors and assigns, whether or not any such person has become a party to this Agreement or has agreed in writing
to join herein and to be bound by the terms, conditions and restrictions hereof. Nothing expressed or referred to in this Agreement will
be construed to give any person other than the Parties any legal or equitable right, remedy, or claim under or with respect to this Agreement
or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of
the Parties and their successors and assigns.
(b)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without
regards to conflicts of laws provisions.
(c)
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Facsimile and/or PDF signature pages shall be accepted as originals
for all purposes hereof.
(d)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or prospectively), in each case only with the written consent
of the Parties. Any amendment or waiver effected in accordance with this section shall be binding upon the Parties (and any successors
or assigns).
(e) Further
Assurances and Cooperation. In connection with this Agreement and the transactions contemplated hereby, each Party shall execute
and deliver any additional documents and instruments and perform any additional acts as may be necessary or appropriate and
reasonably requested by the other Parties to effectuate and perform the provisions of this Agreement and those transactions. Unless
otherwise provided, no consent or approval provided for in this Agreement may be unreasonably withheld or delayed.
(f)
Entire Agreement. This Agreement, along with all Exhibits thereto, contains the entire understanding of the Parties with
respect to the subject matter hereof, and there are no further or other agreements or understandings, written or oral, in effect between
the Parties hereto, relating to the subject matter hereof except as expressly referred to herein.
(g)
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Upon such determination
that any provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement
to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable law to the end that
the transactions contemplated hereby are fulfilled to the greatest extent possible.
(h)
Specific Performance. The Parties agree that irreparable damage would occur in the event that any provision of this Agreement
was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that a Party that is not in
breach of its obligations under this Agreement may demand specific performance, in which case such Party shall be entitled to an injunction,
to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which such Party is entitled at
law or in equity.
[Signature page follows]
IN WITNESS WHEREOF, the Parties
hereto have executed this Agreement as of the date first above written.
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| CHARDAN GARDINER LLC |
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| By: |
/s/ Jonas Grossman |
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| Name: |
Jonas Grossman |
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| Title: |
Manager |
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| GARDINER HEALTHCARE HOLDINGS, LLC |
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| By: |
/s/ Marc F. Pelletier, PhD |
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| Name: |
Marc F. Pelletier, PhD |
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| Title: |
Manager |
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| Acknowledged by the sole member of Gardiner Healthcare Holdings, LLC |
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| GARDINER FOUNDER, LLC |
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| By: |
/s/ John Linton |
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| Name: |
John Linton |
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| Title: |
Manager |
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Gardiner Healthcare Acqu... (NASDAQ:GDNRU)
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Gardiner Healthcare Acqu... (NASDAQ:GDNRU)
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