High-coupon 14% junior convertible notes fund Roadzen (NASDAQ: RDZN)

Rhea-AI Filing Summary

Roadzen Inc. entered a securities purchase agreement with an institutional investor to issue junior convertible notes with up to an aggregate principal amount of $5,555,555. The notes were sold for a gross purchase price of $5,000,000, bear interest at 14% per annum and mature on June 20, 2027, with the rate rising to 18% upon an event of default. Quarterly payments of $925,000 of principal plus accrued interest begin three months after issuance. The notes are convertible into ordinary shares at an initial conversion price of $3.50 per share, subject to adjustment and a beneficial ownership cap starting at 4.99%, which holders may increase up to 9.99% with advance notice. Roadzen may redeem the notes early by paying principal, accrued interest and a make‑whole amount, and agreed to covenants restricting additional indebtedness and certain equity or equity‑linked issuances. The company also amended junior convertible notes issued in November 2025 to add cross‑default and related covenants linked to the new notes.

Insights

Capital markets and credit analyst

Roadzen raises $5,000,000 via high‑coupon, convertible junior notes with tight covenants and cross‑defaults.

Roadzen Inc. has issued junior convertible notes with up to $5,555,555 in principal for gross proceeds of $5,000,000. The notes carry a relatively high 14% annual interest rate, rising to 18% on default, and amortize with $925,000 of principal plus interest due quarterly until the June 20, 2027 maturity. This structure indicates meaningful ongoing cash obligations alongside the final maturity payment.

The notes are convertible into ordinary shares at an initial price of $3.50 per share, with anti‑dilution adjustments and a beneficial ownership cap initially set at 4.99%, adjustable up to 9.99% for each holder after notice. This creates potential equity dilution over time while limiting any single holder’s ownership percentage. Roadzen retains an option to redeem early by paying principal, accrued interest and a make‑whole amount, which can influence whether the notes remain as debt or convert to equity.

Covenants in the notes restrict additional indebtedness and certain equity or equity‑linked issuances while they are outstanding. In addition, the company amended junior convertible notes issued in November 2025 to add cross‑default provisions and align covenants with the new notes. These linkages mean that performance under one series of notes can affect the other, so future company cash flows and capital‑raising plans will need to account for these interdependent obligations.

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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): January 19, 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 January 19, 2026, 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 occurred on January 20, 2026.

The Notes were sold for a gross purchase price of $5,000,000 before fees and other expenses. The Notes will mature on June 20, 2027 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 $3.50 (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, as well as upon certain equity financings at a price below the Conversion Price then in effect. The Company may redeem all or any portion of outstanding Notes at any time upon at least 20 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”), subject to certain conditions, including that the volume weighted average price of the Ordinary Shares is less than the Conversion Price then in effect.

Pursuant to the terms of the Notes, the Company has agreed 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.

The Securities Purchase Agreement contains customary representations, warranties and covenants made by the Company. It also provides 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 Notes include covenants that limit the Company’s ability to incur additional indebtedness or certain equity or equity-linked securities while the Notes are outstanding.

On January 20, 2026, the Company and the Investor entered into an Amendment to Securities Purchase Agreement and Junior Convertible Note (the “Amendment”), which amended certain of the terms of the junior convertible notes issued to the Investor in November 2025 (the “November Notes”) pursuant to the terms of that certain Securities Purchase Agreement dated as of November 20, 2025, as described in the Current Report on Form 8-K filed by the Company on November 20, 2025. Among other things, the Amendment adds to the November Notes certain cross-default provisions with respect to the Notes and certain covenants contained in the Notes.

The Notes (and underlying Ordinary Shares) were offered and issued pursuant to a Prospectus Supplement, dated January 19, 2026, 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 Amendment 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 Amendment, 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 were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Securities 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.

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 January 19, 2026.
10.2		Junior Convertible Note, dated January 20, 2026.
10.3		Amendment to Securities Purchase Agreement and Junior Convertible Note, dated January 20, 2026.
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: January 20, 2026	By:	/s/ Rohan Malhotra
	Name:	Rohan Malhotra
	Title:	Chief Executive Officer

FAQ

What did Roadzen (RDZN) announce in this 8-K filing?

Roadzen Inc. disclosed that it entered into a securities purchase agreement with an institutional investor to issue junior convertible notes with up to an aggregate principal amount of $5,555,555, sold for a gross purchase price of $5,000,000, in a registered public offering.

What are the key terms of Roadzens new junior convertible notes?

The notes bear interest at 14% per annum (rising to 18% upon an event of default), mature on June 20, 2027, and require quarterly payments of $925,000 of principal plus accrued interest, starting three months after issuance.

At what price can the new notes convert into Roadzen (RDZN) ordinary shares?

The notes are initially convertible into Roadzens ordinary shares at a conversion price of $3.50 per share, subject to customary anti-dilution adjustments for stock splits, stock dividends, recapitalizations and certain equity financings below the then-current conversion price.

Are there ownership limits on conversions of Roadzens new notes?

Yes. The company agreed not to effect conversions that would cause a holder and its attribution parties to beneficially own more than 4.99% of outstanding ordinary shares, with the holder able to adjust this cap to as high as 9.99% with advance written notice.

Can Roadzen redeem the junior convertible notes before maturity?

Roadzen may redeem all or part of the outstanding notes at any time on at least 20 trading days written notice by paying the principal being redeemed, accrued interest through the redemption date and the additional interest that would accrue through maturity (the Make Whole Amount), subject to conditions including that the volume-weighted average price of the ordinary shares is less than the then-current conversion price.

How do the new notes affect Roadzens existing November 2025 junior notes?

Roadzen and the investor entered into an amendment on January 20, 2026 that modifies the junior convertible notes issued in November 2025 by adding cross-default provisions tied to the new notes and incorporating certain covenants from the new notes into the earlier series.

Were the junior convertible notes issued under an existing Roadzen shelf registration?

Yes. The notes and the underlying ordinary shares were offered pursuant to a Prospectus Supplement dated January 19, 2026 to the prospectus in Roadzens Form S-3 Registration Statement No. 333-282966, which became effective on November 12, 2024.