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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.
Roadzen Inc. is offering $5,555,555 aggregate principal amount of junior convertible notes that are convertible into its ordinary shares. The notes are sold at an approximately 10% original issue discount, providing gross proceeds of $5,000,000 and estimated net proceeds of about $4.9 million after expenses.
The notes mature on June 20, 2027, carry 14% annual interest that increases to 18% if an event of default occurs, and require quarterly payments of $925,000 or the then-outstanding principal plus accrued amounts. They are initially convertible at $3.50 per share, subject to anti-dilution adjustments and 4.99%–9.99% beneficial ownership limits, and may be redeemed by the company if specific conditions are met.
Roadzen plans to use the proceeds mainly to repay payables and higher-cost debt, including secured 2022 debentures bearing 19.25%–20% interest, and for general corporate purposes. The company discloses substantial doubt about its ability to continue as a going concern and warns of significant risks, including debt service burdens, potential dilution from future equity, no trading market for the notes, possible PFIC-related tax consequences for U.S. holders, and the possibility that investors may lose all of their investment.