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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): November 20, 2025
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
November 20, 2025, Roadzen Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with an institutional investor (the “Investor”) under which the Company agreed to issue and sell, in a
registered public offering, junior convertible notes (each, a “Note” and collectively, the “Notes”) for up to
an aggregate principal amount of $5,555,555 (the “Notes”) that may be convertible into the Company’s ordinary shares,
par value of $0.0001 per share (the “Ordinary Shares”). The closing of the issuance and sale of the Notes is expected to
occur on November 21, 2025, subject to customary closing conditions.
The
Notes will be sold for a gross purchase price of $5,000,000 before fees and other expenses. The Notes will mature 18 months from the
date of issuance and will bear interest at a rate of 14% per annum (increasing to 18% per annum upon the occurrence and during the continuation
of an event of default). $925,000 of the principal amount of the Notes (less any portion thereof previously converted by the holders),
together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The Notes will have
an initial conversion price of $2.25 (the “Conversion Price”) and will be convertible at any time, in whole or in part and
subject to certain beneficial ownership limitations, at the election of the holders. The Conversion Price is subject to customary adjustments
upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Company may redeem all or any portion
of outstanding Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount
of the Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest
that would accrue on such principal amount through the maturity date (the “Make Whole Amount”).
Pursuant
to the terms of the Notes, the Company will agree not to effect the conversion of any portion of the Notes, and the holders of the Notes
(the “Holders”) will not have the right to convert any portion of the Notes, to the extent that after giving effect to such
conversion, each Holder together with the other Attribution Parties (as defined in the Notes) collectively would beneficially own in
excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion.
Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any
other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will
not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease
shall apply only to the Holder and the other Attribution Parties and not to any other holder of Notes that is not an Attribution Party
of the Holder.
Upon
the occurrence of an Event of Default (as defined in the Notes), the Holders will have the right to (i) either require the Company to
redeem all or any portion of the Notes, (ii) or, in the case of a failure to make a required quarterly payment under the Notes, convert
all or any portion of the Notes at a price equal to the Event of Default Conversion Price (as defined in the Notes). The Company will
also agree not to enter into or be party to a Fundamental Transaction (as defined in the Notes) unless (i) the Successor Entity (as defined
in the Notes) (if other than the Company) assumes in writing all of the obligations of the Company under the Notes and the other Transaction
Documents in accordance with the provisions of the Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation
of the Fundamental Transaction, the Company redeems the Notes in full by paying to the holder an amount in cash representing all outstanding
Principal, accrued and unpaid Interest (including Default Interest, as applicable) and Make-Whole Amount.
Subject
to the provisions of the Notes, if, at any time while the Notes are outstanding, the Company carries out one or more Subsequent Placements
(as defined in the Notes), the Holders will have the right to require the Company to first use up to 25% of the net proceeds of such
Subsequent Placement to redeem all or a portion of the Notes in cash at the Redemption Price (as defined in the Notes) applicable to
the principal amount subject to the Holder Optional Redemption (as defined in the Notes) plus any other amounts, if any, then owing to
the holder of the Notes. Subject to the provisions of the Notes, the Company will be entitled to redeem all or any portion of outstanding
Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the Notes
being redeemed, together with interest accrued on such principal amount through the date of redemption, and the Make Whole Amount.
The
Company has engaged Maxim Group LLC as the placement agent (the “Placement Agent”) with respect to the offering of the Notes
pursuant to a placement agency agreement dated November 20, 2025 (the “Agency Agreement”). The Placement Agent is not purchasing
or selling any securities offered by the Company, nor is it required to arrange for the purchase or sale of any specific number or dollar
amount of securities, but it has agreed to use its reasonable commercial efforts to arrange for the sale of all of the securities. The
Company agreed to pay the Placement Agent’s fees totaling 3.5% of the aggregate gross proceeds from the sale of the Notes being
offered hereby.
The
Securities Purchase Agreement and the Agency Agreement contain customary representations, warranties and covenants made by the Company.
They also provide for customary indemnification by the Company for losses or damages arising out of or in connection with the offering
of the Notes, among other things. The Securities Purchase Agreement and the Agency Agreement contain customary representations, warranties
and covenants made by the Company. They also provide for customary indemnification by the Company for losses or damages arising out of
or in connection with the Offering, among other things.
The
Notes (and underlying Ordinary Shares) were offered and issued pursuant to a Prospectus Supplement, dated November 20, 2025, to the Prospectus
included in the Company’s Registration Statement on Form S-3 (Registration No. 333-282966), originally filed with the Securities
and Exchange Commission on November 1, 2024, which became effective on November 12, 2024. This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation to buy nor shall there be any sale of the shares in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Maples
& Calder, British Virgin Islands counsel to the Company, has issued an opinion to the Company regarding the validity of the securities
to be issued in the offering, and Greenberg Traurig, LLP, has issued an opinion to the Company relating to the issuance of the Notes.
Copies of the opinions are filed as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K.
The
foregoing descriptions of the terms and conditions of the Securities Purchase Agreement, the form of Notes and the Agency Agreement do
not purport to be complete and are qualified in their entireties by the full text of Securities Purchase Agreement, the Form of Junior
Convertible Note and the Agency Agreement, which are filed as exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K.
The
representations, warranties and covenants contained in the Securities Purchase Agreement and the Agency Agreement were made only for
purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the applicable agreement and may be
subject to limitations agreed upon by the contracting parties. Accordingly, each of the Securities Purchase Agreement and the Agency
Agreement is incorporated herein by reference only to provide investors with information regarding the terms of such agreement, and not
to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with
the disclosures in the Company’s periodic reports and other filings with the SEC.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 5.1 |
|
Opinion of Maples & Calder. |
| 5.2 |
|
Opinion of Greenberg Traurig, LLP. |
| 10.1* |
|
Securities Purchase Agreement, dated November 20, 2025. |
| 10.2 |
|
Form of Junior Convertible Note. |
| 10.3 |
|
Placement Agency Agreement, dated November 20, 2025. |
| 23.1 |
|
Consent of Maples & Calder (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Greenberg Traurig, LLP (included in Exhibit 5.2) |
| 104 |
|
Cover
page interactive data file (embedded within the Inline XBRL document). |
*
Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted
schedule or similar attachment will be furnished supplementally to the SEC upon request.
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: |
November
20, 2025 |
By: |
/s/
Rohan Malhotra |
| |
|
Name: |
Rohan
Malhotra |
| |
|
Title: |
Chief
Executive Officer |
