Why is Roadzen seeking shareholder approval related to more than 20% share issuance?

Roadzen must use commercially reasonable efforts to obtain shareholder approval under Nasdaq Listing Rules for issuing ordinary shares on note conversion above 20% of the ordinary shares outstanding as of November 20, 2025. This approval would enable larger conversions if needed.

Roadzen (RDZN) defers note installments, extends investor financing rights

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Roadzen Inc. entered into a Third Amendment to its Securities Purchase Agreement and junior convertible notes with an institutional investor. The amendment shifts installment payments on the November 2025 note that were due on April 21, 2026 and May 21, 2026, and the installment on the January 2026 note that was due on May 20, 2026, so they are all due on July 20, 2026. It adds a conversion price adjustment to the November note for certain equity financings below the then-current conversion price, aligning it with the January note, and removes the requirement to use up to 25% of net proceeds of subsequent placements to redeem the November note. The investor’s right to participate in certain company financings is extended to December 20, 2027, and the company must use commercially reasonable efforts to obtain shareholder approval under Nasdaq Listing Rules to allow conversions of the notes into more than 20% of the ordinary shares outstanding as of November 20, 2025.

Insights

Roadzen defers note installments, adjusts conversion terms, and extends investor rights.

The amendment restructures timing on junior convertible note installments, moving several 2026 payments to July 20, 2026. This eases near-term cash obligations while preserving the overall note framework with the institutional investor.

Adding a conversion price adjustment to the November note for certain below-market equity financings makes both notes more consistent and may increase potential equity issuance if triggered. Removing the 25% redemption-from-proceeds requirement gives Roadzen more flexibility in using capital from future placements.

Extending the investor’s participation right in financings to December 20, 2027 and seeking shareholder approval to permit conversions above 20% of shares outstanding as of November 20, 2025 both relate to potential future equity activity. Actual impact will depend on future financings and shareholder voting outcomes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Ordinary share par value: $0.0001 per share Warrant exercise price: $11.50 per share Installments deferred (November note): April 21 and May 21, 2026 +3 more

6 metrics

Ordinary share par value $0.0001 per share Ordinary shares listed on Nasdaq

Warrant exercise price $11.50 per share Each warrant exercisable for one ordinary share

Installments deferred (November note) April 21 and May 21, 2026 Now due on July 20, 2026

Installment deferred (January note) May 20, 2026 Now due on July 20, 2026

Investor participation right end date December 20, 2027 Right to participate in certain financings

Share issuance threshold 20% of ordinary shares Outstanding as of November 20, 2025 under Nasdaq rules

Key Terms

Third Amendment, Junior Convertible Notes, Conversion Price, Subsequent Placements, +1 more

5 terms

Third Amendment regulatory

"entered into a Third Amendment to Securities Purchase Agreement and Junior Convertible Notes"

Junior Convertible Notes financial

"Third Amendment to Securities Purchase Agreement and Junior Convertible Notes"

Conversion Price financial

"add a provision that would adjust the “Conversion Price” of the November Note"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Subsequent Placements financial

"required the Company to use up to 25% of the net proceeds of “Subsequent Placements”"

Nasdaq Listing Rules regulatory

"approval, for purposes of Nasdaq Listing Rules, of its shareholders"

Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.

FAQ

What agreement did Roadzen Inc. (RDZN) amend on May 22, 2026?

Roadzen amended its Securities Purchase Agreement and related junior convertible notes with an institutional investor. The Third Amendment modifies installment due dates, conversion price protections, redemption requirements, and the investor’s participation rights in future financings.

How did Roadzen change the installment payment dates under its junior convertible notes?

Installment amounts on the November 2025 note previously due April 21 and May 21, 2026, and the January 2026 note installment due May 20, 2026, were all rescheduled to July 20, 2026. This concentrates several payments into a single later 2026 date.

What is the new conversion price adjustment feature in Roadzen’s November note?

The Third Amendment adds a provision adjusting the November note’s conversion price if Roadzen completes certain equity financings below the then-current conversion price. This protection matches the feature already present in the January note, potentially increasing shares issuable upon conversion.

What happened to Roadzen’s obligation to redeem the November note from subsequent placements?

The amendment removes the requirement that Roadzen use up to 25% of net proceeds from subsequent placements to redeem all or part of the November note. This change gives the company greater discretion in allocating future financing proceeds.

How long can the investor participate in Roadzen’s future financings under the amended terms?

The investor’s right to participate in certain Roadzen financings is extended until December 20, 2027. This prolonged participation right allows the investor to take part in qualifying future capital raises over a longer period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/22/2026 - 05:20 PM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 37.4 KB

Roadzen (RDZN) defers note installments, extends investor financing rights

Rhea-AI Filing Summary

Positive

Negative