Item 1.01. Entry into a Material Definitive Agreement.

On May 24, 2022, MedTech Acquisition Corporation, a Delaware corporation (the "Company") issued a promissory note (the "Note") in the principal amount of up to $1,500,000 to MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the "Sponsor"). The Note was issued to the Company for working capital requirements and payment of certain expenses in connection its initial business combination. If the Company completes a business combination, the Company would repay the Note out of the proceeds of the trust account released to the Company. Otherwise, the Note would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the trust account to repay the Note but no proceeds from the trust account would be used to repay the Note. At the election of the Sponsor, all or a portion of the unpaid principal amount of the Note may be converted into warrants of the Company (the "Conversion Warrants") at a price of $1.50 per warrant. The Conversion Warrants and their underlying securities are entitled to certain demand and piggyback registration rights as set forth in the Note.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number     Description
  10.1       Promissory Note of the Company, dated May 24, 2022
104        Cover Page Interactive Data File (Embedded within the Inline XBRL document)

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