false
0001868640
0001868640
2026-05-22
2026-05-22
0001868640
RDZN:OrdinarySharesParValue0.0001PerShareMember
2026-05-22
2026-05-22
0001868640
RDZN:WarrantsEachWarrantExercisableForOneOrdinaryShareEachAtExercisePriceOf11.50PerShareMember
2026-05-22
2026-05-22
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): May 22, 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
May 22, 2026, Roadzen Inc. (the “Company”) entered into a Third Amendment to Securities Purchase Agreement and Junior Convertible
Notes (the “Third 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”),
(ii) the junior convertible note issued to the Investor on November 21, 2025 (as previously amended, the “November Note”)
pursuant to the terms of the SPA, each as described in the Current Report on Form 8-K filed by the Company on November 20, 2025, and
(iii) that certain junior convertible note issued to the Investor on January 20, 2026 (the “January Note”), as described
in the Current Report on Form 8-K filed by the Company on January 20, 2026. Certain terms of the November Note and the SPA were previously
amended pursuant to a Second Amendment to Securities Purchase Agreement and Junior Convertible Note entered into between the Company
and the Investor on February 25, 2026, as described in the Current Report on Form 8-K filed by the Company on February 26, 2026. Among
other things, the Third Amendment amends the November Note to (i) change the dates on which the “Installment Amounts” otherwise
due under the November Note on April 21, 2026 and May 21, 2026 are due to July 20, 2026, (ii) add a provision that would adjust the “Conversion
Price” of the November Note in the event of certain equity financings below the Conversion Price then in effect, equivalent to
the provision in the January Note and (iii) remove the provision that required the Company to use up to 25% of the net proceeds of “Subsequent
Placements” to redeem all or a portion of the November Note. The Third Amendment also (i) changes the date on which the “Installment
Amount” otherwise due under the January Note on May 20, 2026 is due to July 20, 2026, and (ii) extends the termination date of
the Investor’s right to participate in certain financings by the Company to December 20, 2027. Also pursuant to the Third Amendment,
the Company is required to use commercially reasonable efforts to obtain the approval, for purposes of Nasdaq Listing Rules, of its shareholders
to issue a number of the Company’s ordinary shares upon conversion of the November Note and the January Note in excess of 20% of
the total number of ordinary shares outstanding as of November 20, 2025.
The
foregoing descriptions of the terms and conditions of the Third 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 |
|
Third Amendment to Securities Purchase Agreement and Junior Convertible Notes, dated May 22, 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: |
May
22, 2026 |
By: |
/s/
Rohan Malhotra |
| |
|
Name: |
Rohan
Malhotra |
| |
|
Title: |
Chief
Executive Officer |
