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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): May 4, 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 4, 2026, 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
purchasers for the purchase and sale, in a best efforts offering (the “Offering”), of 4,705,870 of the Company’s ordinary
shares, par value $0.0001 per share (“Ordinary Shares”), at an offering price of $1.70 per Share.
The
Offering closed on May 5, 2026. The Company received gross proceeds of $7,999,979 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
4,705,870 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 May 4, 2026.
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 $30,000 as reimbursement of the Placement Agent’s accountable expenses.
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 May 5, 2026,
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
May 4, 2026, 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 |
|
Placement Agency Agreement, dated May 4, 2026. |
| 10.2 |
|
Form of Securities Purchase Agreement, dated May 4, 2026. |
| 23.1 |
|
Consent of Maples & Calder (included in Exhibit 5.1). |
| 99.1 |
|
Press Release dated May 4, 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
5, 2026 |
By: |
/s/
Jean-Noel Gallardo |
| |
|
Name: |
Jean-Noel
Gallardo |
| |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
Roadzen
Announces Pricing of $8.0 Million Registered Direct Offering of Ordinary Shares
NEW
YORK, May 4, 2026 (GLOBE NEWSWIRE) — Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global
leader in AI at the convergence of insurance and mobility, today announced that it has entered into a securities purchase agreement with
institutional investors for the purchase and sale of 4,705,870 ordinary shares at an offering price of $1.70 per share, in a registered
direct offering (the “Offering”).
The
gross proceeds to the Company from the Offering are estimated to be approximately $8.0 million before deducting the placement agent’s
fees and other estimated offering expenses. The offering is expected to close on or about May 5, 2026, subject to the satisfaction of
customary closing conditions.
Maxim
Group LLC is acting as the sole placement agent in connection with the Offering.
The
securities are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-282966), which was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2024. The offering will be made only by means
of a prospectus supplement and the accompanying prospectus that form a part of such registration statement. A prospectus supplement relating
to the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement and accompanying prospectus
can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate
Department, via email at syndicate@maximgrp.com, or telephone at (212) 895-3500.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
About
Roadzen Inc.
Roadzen
Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers,
automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences.
Thousands
of clients across North America, Europe, and Asia — from the world’s leading insurers, carmakers, and fleets to dealerships
and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s
pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes, Fortune, and Financial Express
as one of the world’s top AI innovators.
Headquartered
in Burlingame, California, Roadzen employs more than 300 people across offices in the U.S., U.K., and India. Learn more at www.roadzen.ai
Cautionary
Statement Regarding Forward Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these
forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject
to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include,
but are not limited to, statements regarding our anticipated future financial results (including ability to achieve breakeven Adjusted
EBITDA), the anticipated closing of our registered direct offering, the anticipated benefits of our products and solutions, strategy,
demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects,
plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release.
Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors”
in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form 10-K we filed with the SEC
on June 26, 2025. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements
contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting
on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this
press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any
intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or
otherwise.
Investor
Contact:
Investor
Contacts: IR@roadzen.ai
Media
Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai