Roadzen (NASDAQ: RDZN) revises note installments, adds financing rights

Rhea-AI Filing Summary

Roadzen Inc. signed a Second Amendment to its Securities Purchase Agreement and junior convertible notes with an institutional investor. This amendment changes the first two installment payment dates on the November 2025 junior convertible notes to April 21, 2026 and May 21, 2026.

The amendment also updates the purchase agreement to give the investor a right to participate in certain financings the company may complete before June 20, 2026, subject to conditions and limits. Full legal terms are contained in the Second Amendment, which is included as an exhibit.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2026

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

British Virgin Islands		001-41094		98-1600102
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

111 Anza Blvd Suite 109
Burlingame, California		94010
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (347) 745-6448

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share		RDZN		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share		RDZNW		The Nasdaq Stock Market LLC

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 mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 25, 2026, Roadzen Inc. (the “Company”) entered into a Second Amendment to Securities Purchase Agreement and Junior Convertible Note (the “Second Amendment”), which amended certain of the terms of (i) that certain Securities Purchase Agreement, dated as of November 20, 2025 (the “SPA”), entered into between the Company and an institutional investor (the “Investor”), and (ii) the junior convertible notes issued to the Investor in November 2025 (as previously amended, the “November Notes”) pursuant to the terms of the SPA, as described in the Current Report on Form 8-K filed by the Company on November 20, 2025. Certain terms of the November Notes were previously amended pursuant to an Amendment to Securities Purchase Agreement Junior Convertible Note entered into between the Company and the Investor on January 20, 2026, as described in the Current Report on Form 8-K filed by the Company on that date. Among other things, the Second Amendment (i) amends the November Notes to change the first and second “Installment Dates” under the November Notes to April 21, 2026 and May 21, 2026, respectively, and (ii) amends the SPA to grant the Investor a right to participate in certain financings that may be effected by the Company prior to June 20, 2026, subject to certain conditions and limitations.

The foregoing descriptions of the terms and conditions of the Second Amendment do not purport to be complete and are qualified in their entireties by the full text of Second Amendment, which is filed as exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 2026.
104		Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

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.

		ROADZEN INC.
Date:	February 26, 2026	By:	/s/ Jean-Noël Gallardo
		Name: Title:	Jean-Noël Gallardo Chief Financial Officer

FAQ

What did Roadzen Inc. (RDZN) disclose in this 8-K filing?

Roadzen Inc. disclosed a Second Amendment to its Securities Purchase Agreement and junior convertible notes with an institutional investor, revising installment payment dates and granting the investor participation rights in certain future financings before June 20, 2026, subject to specified conditions.

How were Roadzen Inc.’s junior convertible note payments changed?

The amendment changes the first two “Installment Dates” under Roadzen Inc.’s November 2025 junior convertible notes. The payments are now scheduled for April 21, 2026 and May 21, 2026, replacing the earlier dates set when the notes were originally issued and previously amended.

What new financing participation rights did the RDZN investor receive?

The institutional investor received a contractual right to participate in certain financings that Roadzen Inc. may undertake before June 20, 2026. These participation rights are subject to conditions and limitations detailed in the Second Amendment attached as Exhibit 10.1 to the current report.

Which prior agreements are affected by Roadzen Inc.’s Second Amendment?

The Second Amendment modifies the Securities Purchase Agreement dated November 20, 2025 and the related junior convertible notes issued that month. It follows an earlier amendment dated January 20, 2026, further updating timing and financing participation provisions between Roadzen Inc. and the institutional investor.

Where can investors find the full terms of Roadzen’s amended note agreement?

Investors can review the complete terms of the Second Amendment in Exhibit 10.1 to the current report. The 8-K notes that the brief description is qualified entirely by the full text of this filed agreement, which contains the detailed legal and financial provisions.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 51.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB