UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Gardiner Healthcare Acquisitions Corp.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
365506 203
(CUSIP Number)
John Linton
c/o GDNR Holdings, LLC
114 Ashling
San Antonio, TX 78260
210-386-4909
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 person'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).
| 1 |
NAMES OF REPORTING PERSONS:
Gardiner Healthcare Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
(See Item 3)
OO |
| 5 |
CHECK 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
|
| 8 |
SHARED VOTING POWER
1,150,542 (See Item 5) |
| 9 |
SOLE DISPOSITIVE POWER
|
| 10 |
SHARED DISPOSITIVE POWER
1,150,542 (See Item 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,150,542 (See Item 5) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ (See Item 5) |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6% (See Item 5) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions):
OO |
| 1 |
NAMES OF REPORTING PERSONS:
Gardiner Founder, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
(See Item 3)
OO |
| 5 |
CHECK 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
|
| 8 |
SHARED VOTING POWER
1,150,542 (See Item 5) |
| 9 |
SOLE DISPOSITIVE POWER
|
| 10 |
SHARED DISPOSITIVE POWER
1,150,542 (See Item 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,150,542 (See Item 5) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ (See Item 5) |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6% (See Item 5) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions):
OO |
| 1 |
NAMES OF REPORTING PERSONS:
GDNR Holdings, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
(See Item 3)
OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE VOTING POWER
|
| 8 |
SHARED VOTING POWER
1,150,542 (See Item 5) |
| 9 |
SOLE DISPOSITIVE POWER
|
| 10 |
SHARED DISPOSITIVE POWER
1,150,542 (See Item 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,150,542 (See Item 5) |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ (See Item 5) |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6% (See Item 5) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions):
WC |
| 1 |
NAMES OF REPORTING PERSONS:
John Linton |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (see instructions)
(See Item 3)
OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
7 |
SOLE VOTING POWER
|
| 8 |
SHARED VOTING POWER
1,150,542 (See Item 5) |
| 9 |
SOLE DISPOSITIVE POWER
|
| 10 |
SHARED DISPOSITIVE POWER
1,150,542 (See Item 5) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,150,542 (See Item 5) |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
¨ (See Item 5) |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.6% (See Item 5) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions):
PF |
Item 1. Security and Issuer.
This statement relates to
shares of common stock, par value $0.0001 per share (“Common Stock”), of Gardiner Healthcare Acquisitions Corp., a Delaware
corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3107 Warrington Road, Shaker Heights,
Ohio 44120.
Gardiner
Healthcare Holdings, LLC, a Delaware limited liability company (“Gardiner Sponsor”),
the record holder of the shares of Common Stock reported herein, is a
wholly-owned subsidiary of, and is managed by, Gardiner Founder, LLC, a Delaware limited liability company (“Gardiner
Founder”). Gardiner Founder is managed by its manager, John Linton (“Mr. Linton”). Gardiner Founder is controlled by
GDNR Holdings, LLC, a Texas limited liability company (“GDNR Holdings”). GDNR Holdings is managed by its manager, Mr. Linton.
Gardiner Sponsor, Gardiner Founder, Mr. Linton and GDNR Holdings filed Schedule 13D (“Schedule 13D”) with
the Securities and Exchange Commission (the “SEC”) on July 7, 2023. This Amendment No. 1 to Schedule 13D (the “Amendment”)
is being filed to update and supplement information set forth in Schedule 13D.
Item 2. Identity and Background.
(a) This statement is filed by Gardiner Sponsor, Gardiner Founder, GDNR Holdings and Mr. Linton (collectively, the “Reporting Persons” and each a “Reporting Person”), with respect to shares of Common Stock of the Issuer.
(b) The address of the principal office of each of Gardiner Sponsor and Gardiner Founder is 3107 Warrington Road, Shaker Heights, Ohio 44120. The address of the principal office of GDNR Holdings and the address of Mr. Linton is 114 Ashling San Antonio, Texas 78260.
(c) The principal business of each of Gardiner Sponsor and GDNR Holdings is holding shares of Common Stock, directly or indirectly, as applicable, for investment purposes. The principal business of Gardiner Founder is serving as the managing member of Gardiner Sponsor. The principal occupation of Mr. Linton is serving as the Chief Executive Officer of Metamorphosis Consulting LLC, which provides business management consulting services for medical practitioners and is located at 2614 E Ramblewood St., San Antonio, Texas 78261. Mr. Linton also serves as the manager of Gardiner Founder and GDNR Holdings.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person 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 such proceeding 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) Mr. Linton is a citizen of the United States of America.
Item 3. Source and Amounts of Funds or other Consideration.
Effective as of August
16, 2023, Gardiner Sponsor transferred 635,583 shares of Common Stock and private placement warrants to purchase 2,110,491 shares of
Common Stock to Chardan Gardiner LLC, a Delaware limited liability company (“Chardan Gardiner”), for $7.53 in the
aggregate, pursuant to the Founder Shares Transfer Agreement, dated as of August 16, 2023, between Gardiner Sponsor and Chardan
Gardiner (the “Agreement”).
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, attached as Exhibit
1 to this Amendment and incorporated herein by reference.
Item 4. Purpose of Transaction.
The Reporting Persons are
filing this Amendment to report the transfer of the Issuer’s securities as set forth in Item 3 above.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form
of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein. Subject to the terms of the Agreements, the Reporting Persons intend to review their investment in the Issuer
on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment
strategy, the price levels of the shares of Common Stock of the Issuer, conditions in the securities markets and general economic and
industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, engaging in additional communications with management and the Board of Directors of the
Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment,
making proposals to the Issuer concerning corporate transactions, changes to the capitalization, ownership structure, board structure
(including board composition) or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their
shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
The percentages used herein are calculated based
upon 3,758,900 shares of Common Stock issued and outstanding as of August 8, 2023, pursuant to the Issuer’s Quarterly Report on
Form 10-Q filed with the SEC on August 9, 2023.
As of the close of business on August 31, 2023:
1. Gardiner Sponsor
(a) Amount beneficially owned: 1,150,542*
(b) Percent of class: 30.6%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,150,542*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 1,150,542*
2. Gardiner Founder
(a) Amount beneficially owned: 1,150,542*
(b) Percent of class: 30.6%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,150,542*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 1,150,542*
3. GDNR Holdings
(a) Amount beneficially owned: 1,150,542*
(b) Percent of class: 30.6%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,150,542*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 1,150,542*
4. Mr. Linton
(a) Amount beneficially owned: 1,150,542*
(b) Percent of class: 30.6%*
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 1,150,542*
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 1,150,542*
* Excludes 1,522,322 shares issuable upon the exercise of private placement
warrants issued to Gardiner Sponsor that are exercisable upon the completion of the Issuer’s initial business combination.
(c) Not
applicable.
(d) No
person other than 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.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Agreement is attached
hereto as Exhibit 1.
The responses to Items 1,
3, 4, and 5 of this Amendment are incorporated herein by reference. Other than as reported in Schedule 13D or described herein, there
are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any
other person, with respect to the securities of the Issuer.
Item 7. Material
to be Filed as Exhibits.
Signature
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| Dated: August 31, 2023 |
GARDINER HEALTHCARE HOLDINGS, LLC |
| |
|
| |
By: Gardiner Founder, LLC its
Managing Member |
| |
|
| |
By: |
/s/ John Linton |
| |
Name: |
John Linton |
| |
Title: |
Manager |
| |
|
| |
GARDINER FOUNDER, LLC |
| |
|
| |
By: |
/s/ John Linton |
| |
Name: |
John Linton |
| |
Title: |
Manager |
| |
|
| |
GDNR HOLDINGS, LLC |
| |
|
| |
By: |
/s/ John Linton |
| |
Name: |
John Linton |
| |
Title: |
Manager |
| |
|
| |
/s/ John Linton |
| |
JOHN LINTON |
Exhibit
1
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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| |
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| By: |
/s/ Jonas Grossman |
|
| Name: |
Jonas Grossman |
|
| Title: |
Manager |
|
| |
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|
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| GARDINER HEALTHCARE HOLDINGS, LLC |
|
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|
| |
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| By: |
/s/ Marc F. Pelletier, PhD |
|
| Name: |
Marc F. Pelletier, PhD |
|
| Title: |
Manager |
|
| |
|
|
| |
|
|
| Acknowledged by the sole member of Gardiner Healthcare Holdings, LLC |
|
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| GARDINER FOUNDER, LLC |
|
| |
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|
| |
|
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| By: |
/s/ John Linton |
|
| Name: |
John Linton |
|
| Title: |
Manager |
|
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