false
0001868640
0001868640
2026-09-14
2026-09-14
0001868640
RDZN:OrdinarySharesParValue0.0001PerShareMember
2026-09-14
2026-09-14
0001868640
RDZN:WarrantsEachWarrantExercisableForOneOrdinaryShareEachAtExercisePriceOf11.50PerShareMember
2026-09-14
2026-09-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September
14, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of September 14, 2026, Roadzen Inc. (the “Company”) entered into separate amendments (the “RSU Amendments”)
to the restricted stock unit awards (as previously amended, the “RSUs”) previously granted to Rohan Malhotra, the Company’s
Chief Executive Officer and a director, Jean-Noël Gallardo, the Company’s Chief Financial Officer, and Ankur Kamboj, the Company’s
Chief Operating Officer, as well as certain other employees of the Company. Pursuant to the RSU Amendments, the 5,616,550 RSUs previously
granted by the Company to Mr. Malhotra and the 1,250,007 RSUs previously granted by the Company to Mr. Kamboj were each amended to change
the date on which such RSUs vest in full (subject to the executive’s continuous service with the Company through the vesting date)
from September 17, 2026 to September 17, 2027, and the 115,000 RSUs previously granted by the Company to Mr. Gallardo were amended to
change the date on which such RSUs vest in full (subject to the executive’s continuous service with the Company through the vesting
date) from November 20, 2026 to November 20, 2027.
The
foregoing description of the RSU Amendments does not purport to be complete and is qualified in its entirety by reference to the full
text of the RSU Amendments, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 10.3 |
|
Form of Second Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement. |
| 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:
September 16, 2026 |
By: |
/s/
Jean-Noël Gallardo |
| |
Name:
|
Jean-Noël
Gallardo |
| |
Title: |
Chief
Financial Officer |