Gardiner Healthcare Acquisitions : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

On September 18, 2023, Gardiner Healthcare Acquisitions Corp. (the "Company") issued a Fourth Amended and Restated Promissory Note (the "Promissory Note"), in the principal amount of up to $2,500,000, to Gardiner Healthcare Holdings, LLC, a Delaware limited liability company (the "Lender"), one of the Company's sponsors. The Promissory Note amends, restates, replaces and supersedes that certain Third Amended and Restated Promissory Note dated December 7, 2022, as amended, in the principal amount of up to $1,500,000, executed by the Company in favor of the Lender (the "Existing Note"). Pursuant to the Promissory Note, the Lender and the Company agreed to increase the aggregate principal amount and extend the maturity date of the Existing Note. The Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due on the earlier of: (i) December 27, 2023 (or such later extension date permitted by the Amended and Restated Certificate of Incorporation, as amended, of the Company (the "Certificate of Incorporation") in the event the stockholders of the Company approve a further amendment to the Certificate of Incorporation to extend the period to consummate a business combination on or prior to December 27, 2023) and (ii) the date on which the Company consummates an initial business combination.