[8-K] Roadzen, Inc. Reports Material Event

Rhea-AI Filing Summary

Dolby Laboratories (DLB) Q3 FY25 (quarter ended 27-Jun-25) delivered solid top-line and earnings growth.

• Revenue rose 9.3 % YoY to $315.5 m, driven by licensing (+8.5 % to $289.9 m) and products & services (+18.0 % to $25.6 m).
• Gross profit climbed 7.3 % to $271.5 m; gross margin slipped 170 bp to 86.0 % as product mix shifted toward lower-margin hardware.
• Operating income grew 29.5 % to $47.6 m; operating margin expanded 240 bp to 15.1 % helped by a $0.5 m restructuring credit.
• Net income attributable to Dolby increased 19.9 % to $46.1 m; diluted EPS $0.48 vs $0.40.
• YTD revenue up 7.6 % to $1.04 bn; diluted EPS $2.11 (+1.0 %).

Cash & liquidity: Cash and equivalents jumped to $698.6 m (↑$216 m since FY24 year-end) after strong operating cash flow of $349.4 m (↑66 %). Balance-sheet remains debt-free; total liabilities fell 7 % to $582 m.

Capital return: Q3 dividend increased to $0.33/sh (prior $0.30); YTD dividends $95 m and share repurchases $90 m reduced diluted shares to 96.9 m.

Mix & markets: Broadcast remains largest licensing market (38 %), while Mobile fell 11 % YoY. International accounts for 72 % of revenue. R&D spend flat YoY; S&M up 11 % to support Dolby Atmos/Dolby Vision adoption.

Outlook signals: Higher cash, margin expansion and continued buybacks support shareholder returns, though lower interest income and modest gross-margin compression merit monitoring.

Positive

• Revenue up 9.3 % YoY with broad-based licensing gains.
• Operating income +29 % and margin +240 bp, reflecting cost discipline.
• Operating cash flow $349 m (↑66 %), boosting cash to $699 m and maintaining debt-free status.
• Dividend raised to $0.33/sh and $90 m of shares repurchased, demonstrating commitment to capital return.

Negative

• Gross margin contracted 170 bp due to higher product mix.
• Mobile licensing revenue fell 11 %, highlighting segment volatility.
• Interest income dropped 56 % YoY, reducing other income contribution.

Insights

Equity Research Analyst

TL;DR: Revenue beat, margin expansion, strong cash; minor GM erosion and lower interest income.

Quarterly revenue exceeded consensus high single-digit expectations, with licensing strength across broadcast and PC offsetting softer Mobile. Operating margin improvement shows cost discipline despite a 11 % jump in S&M. Cash generation was exceptional; free cash flow easily covers elevated buybacks and a 10 % dividend hike. Gross margin pressure stems from higher hardware mix; if this persists, EPS leverage could moderate. Interest income halved YoY, signalling a headwind if rates fall. Overall trend supportive of long-term earnings growth and sustained capital return.

Portfolio Risk Analyst

TL;DR: Balance-sheet pristine; concentration risk in licensing persists.

Dolby’s net cash of ~$700 m and low contractual liabilities provide downside protection. However, 92 % of revenue is still royalty-based, exposing the model to device-cycle volatility—evident in Mobile decline. Broadcast growth suggests resilience, yet geographic concentration (72 % ex-US) adds FX risk. Restructuring credits mask underlying opex creep. Investors should watch gross margin trend and any slowdown in high-margin IP renewals.

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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): July 27, 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 July 27, 2025, Roadzen Inc. (the “Company”) entered into a placement agency agreement (the “Agency Agreement”) with Maxim Group LLC (the “Placement Agent”) and a securities purchase agreement (the “Purchase Agreement”) with a purchaser for the purchase and sale, in a best efforts offering (the “Offering”), of 1,730,769 of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), at an offering price of $1.30 per Ordinary Share.

The Offering closed on July 29, 2025. The Company received gross proceeds of $2,249,999.70 in connection with the Offering, before deducting Placement Agent fees and other Offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Company may also use a portion of the net proceeds to repay indebtedness outstanding.

The 1,730,769 Ordinary Shares sold in the Offering were offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-282966), previously filed with the Securities and Exchange Commission (the “SEC”) on November 1, 2024 and declared effective on November 12, 2024, including the base prospectus contained therein and a prospectus supplement dated July 27, 2025.

As part of its compensation for acting as Placement Agent for the Offering, the Company paid the Placement Agent a cash fee of 6.0% of the aggregate gross proceeds and $25,000 as reimbursement of the Placement Agent’s accountable expenses. For a period of six (6) months from July 29, 2025, the Company will pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds of any equity, equity-linked, or debt financing, or any other capital raising activity received by the Company from the purchasers introduced to the Company by the Placement Agent related to the Offering.

The Agency Agreement and the Purchase 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. In addition, pursuant to the terms of the Agency Agreement, the Company has agreed for a period of 20-days from July 29, 2025, subject to certain exceptions, not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, other than certain exempted issuance, or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement in connection with the Offering or a registration statement on Form S-8 in connection with any employee benefit plan.

The foregoing descriptions of the Agency Agreement and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the copies of the Agency Agreement and the Purchase Agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively.

The representations, warranties and covenants contained in the Agency Agreement and the Purchase 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 Agency Agreement and the Purchase 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.

The legal opinion, including the related consent, of Maples & Calder relating to the issuance and sale of the Ordinary Shares issued in the Offering is filed as Exhibit 5.1 hereto.

Item 8.01 Other Events.

On July 28, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
5.1		Opinion of Maples & Calder.
10.1		Form of Placement Agency Agreement, dated July 27, 2025.
10.2		Form of Securities Purchase Agreement, dated July 27, 2025.
23.1		Consent of Maples & Calder (included in Exhibit 5.1).
99.1		Press Release dated July 28, 2025.
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: July 31, 2025	By:	/s/ Jean-Noel Gallardo
	Name:	Jean-Noel Gallardo
	Title:	Chief Financial Officer

FAQ

What were Dolby Laboratories (DLB) Q3 FY25 earnings per share?

Diluted EPS were $0.48, up from $0.40 in the prior-year quarter.

How much revenue did DLB generate in the quarter ended 27-Jun-25?

Total revenue was $315.5 million, a 9.3 % increase year over year.

What is Dolby’s current cash position?

Cash and cash equivalents stood at $698.6 million as of 27-Jun-25.

Did Dolby increase its dividend in Q3 FY25?

Yes. The quarterly dividend was raised to $0.33 per share from $0.30.

Which segment contributed most to Dolby’s licensing revenue?

The Broadcast segment led with $111.3 million, 38 % of total licensing revenue.

How much stock did Dolby repurchase year-to-date?

Dolby repurchased $90 million of its common stock in FY25 YTD.