United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): May 30, 2023 (
(Exact name of registrant as specified in its charter)
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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:
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
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standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously reported in a Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”) by Gardiner Healthcare Acquisitions Corp. (the “Company”) on May 15, 2023, the Company is delayed in filing with the SEC its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”).
On May 23, 2023, the Company received a late filer notification letter (the “Letter”) from the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the delay in filing the Form 10-Q, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic financial reports with the SEC. The Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market. As stated in the Letter, in accordance with Nasdaq rules, the Company has 60 calendar days (July 24, 2023) to submit a plan to regain compliance and if Nasdaq accepts such plan, Nasdaq can grant an exception of up to 180 calendar days from the Form 10-Q’s due date, or until November 20, 2023, to file the Form 10-Q and regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity to appeal that decision to a hearings panel.
The Company continues to work diligently to finalize the Form 10-Q and plans to file the Form 10-Q as promptly as possible.
Item 7.01 Regulation FD Disclosure.
A press release, dated May 30, 2023, disclosing the Company’s receipt of the Nasdaq notification letter is attached as Exhibit 99.1 and is furnished herewith.
The information included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K (including Exhibit 99.1 hereto) constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of the Company, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to the Company’s business which may affect the statements made in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release, dated May 30, 2023. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document |
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. | ||
| Date: May 30, 2023 | By: | /s/ Marc F. Pelletier |
| Name: Marc F. Pelletier | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Gardiner Healthcare Acquisitions Corp.
Receives Notice Regarding Late Form 10-Q Filing From The Nasdaq Stock Market LLC
Shaker Heights, Ohio, May 30, 2023 - (PRNewswire) - Gardiner Healthcare Acquisitions Corp. (NASDAQ: GDNR, the "Company") announced today that it received a notice (the "Notice") on May 23, 2023 from The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company is not in compliance with the requirements for continued listing under Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule") because the Company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC").
The Notice has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Market. The Notice states that the Company has 60 calendar days from the date of the Notice, or July 24, 2023, to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company's plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or November 20, 2023, to file the Form 10-Q to regain compliance. The Company continues to work diligently to finalize its Form 10-Q and plans to file its Form 10-Q as promptly as possible to regain compliance with the Listing Rule. This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires disclosure of receipt of a deficiency notification.
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on the healthcare or healthcare related industries. The Company is sponsored by the Gardiner Healthcare Holdings, LLC, Chardan Gardiner LLC, and CCMAUS Pty Ltd.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended ("Securities Act"). This announcement is being issued in accordance with Rule 135 under the Securities Act.
Contact:
Marc F. Pelletier, PhD
ir@gardinerhealthcare.com
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