---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-042751"
form_type: "8-K"
ticker: null
cik: "0001858912"
company_name: "Gardiner Healthcare Acquisitions Corp."
filed_at: "2023-04-06T23:59:59+00:00"
generated_at: "2026-06-17T05:24:28.700735+00:00"
event_type: "regulatory"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Gardiner Healthcare receives Nasdaq deficiency notice for MVLS below $50M; enters $167K convertible note

## Summary
- Nasdaq notified company that common stock MVLS was below $50M for 30 consecutive trading days; 180-day cure period ends Sept 27, 2023.
- Company borrowed $167,000 via unsecured convertible note from Moss Ridge PTY LTD, convertible into warrants at $1.00 per warrant.
- Each warrant from conversion entitles holder to purchase one share of common stock at $11.50 per share.
- Sponsors agreed to transfer shares to lender as inducement: 4.992 shares per $100 loaned, subject to performance milestones.
- If compliance not regained by Sept 27, 2023, Nasdaq may delist securities; company may appeal or transfer to Nasdaq Capital Market.

## SEC filing metadata
- accession: 0001104659-23-042751
- form_type: 8-K
- cik: 0001858912
- company_name: Gardiner Healthcare Acquisitions Corp.
- filed_at: 2023-04-06T23:59:59+00:00
- event_type: regulatory
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1858912/000110465923042751/0001104659-23-042751-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1858912/000110465923042751/tm2311846d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-042751
- JSON: https://secwatch.observer/filing/0001104659-23-042751.json
- Plain text: https://secwatch.observer/filing/0001104659-23-042751.txt

## Key facts
- Debt Financings
  Gardiner Healthcare Acquisitions Corp. incurred convertible notes of $167,000 with Moss Ridge PTY LTD maturing June 27, 2023.
  - Instrument: convertible notes
  - Principal: $167,000
  - Counterparty: Moss Ridge PTY LTD
  - Maturity: June 27, 2023
  - Event: incurrence
  source text: On March 31, 2023, Gardiner Healthcare Acquisitions Corp. (the " Company ") issued an unsecured promissory note (the " Convertible Note ") to Moss Ridge PTY LTD (" Payee "), pursuant to which the Company borrowed the principal sum of $167,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1858912/000110465923042751/0001104659-23-042751-index.htm
- Listing & Compliance Notices
  Gardiner Healthcare Acquisitions Corp. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(2)(A)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: market value
  - Rules: 5450(b)(2)(A)
  source text: March 31, 2023, Gardiner Healthcare Acquisitions Corp., a Delaware company (the “ Company ”) received a letter (the “ Letter ”) from the staff at The Nasdaq Global Market (“ Nasdaq ”) notifying the Company that, for the 30 consecutive trading days prior to the date of the Letter, the Company’s common stock, par value $0.0001 per share (the “ common stock ”), had traded at a value below the minimum $50,000,000 “Market Value of Listed Securities” (“ MVLS ”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A), which is required for continued listing of the Company’s common stock on Nasdaq.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1858912/000110465923042751/0001104659-23-042751-index.htm
- Material Agreements
  Gardiner Healthcare Acquisitions Corp. entered into Convertible Note with Moss Ridge PTY LTD valued at $167,000 (effective 2023-03-31).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Moss Ridge PTY LTD
  - Value: $167,000
  - Effective: 2023-03-31
  source text: On March 31, 2023, Gardiner Healthcare Acquisitions Corp. (the “ Company ”) issued an unsecured promissory note (the “ Convertible Note ”) to Moss Ridge PTY LTD (“ Payee ”), pursuant to which the Company borrowed the principal sum of $167,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1858912/000110465923042751/0001104659-23-042751-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.