Roadzen Inc. 8-K

What Happened

• Roadzen Inc. announced it closed a registered public offering of junior convertible notes on January 20, 2026 under a Securities Purchase Agreement dated January 19, 2026. The notes were sold for a gross purchase price of $5,000,000 and the agreement allows issuance of up to $5,555,555 in aggregate principal.
• The notes mature on June 20, 2027, carry 14% annual interest (increasing to 18% upon an event of default), and have an initial conversion price of $3.50 per ordinary share. The company also executed an amendment adding cross‑default provisions to its November 2025 notes.

Key Details

• Gross proceeds sold: $5,000,000; maximum authorized under the agreement: $5,555,555.
• Maturity: June 20, 2027; interest: 14% per year (18% on default).
• Conversion: initial conversion price $3.50; convertible at holder election, subject to beneficial‑ownership limit of 4.99% (holder may increase to up to 9.99% with notice; increases effective after 61 days).
• Cash schedule & rights: $925,000 of principal (less converted amounts), plus accrued interest, payable quarterly beginning three months after issuance; holders may require redemption or convert at a specified default conversion price upon an Event of Default. Company may redeem outstanding notes with at least 20 trading days’ notice by paying principal, accrued interest and a make‑whole amount under certain conditions.
• Covenants: the notes include limits on the company incurring additional indebtedness and certain equity/equity‑linked securities while outstanding. The January 20 amendment added cross‑default provisions affecting previously issued November 2025 notes.

Why It Matters

• Financing and cash flow: the transaction provides Roadzen with $5.0M in near‑term financing but creates a short‑term debt obligation (maturing ~17 months after issuance) and scheduled quarterly principal payments that will affect cash needs.
• Dilution and shareholder impact: the notes are convertible at $3.50 per share, so conversion could dilute existing shareholders; conversion is limited by a beneficial‑ownership cap that tempers immediate dilution but can be raised by holders after notice.
• Default and priority risk: high interest rates and cross‑default provisions increase the importance of meeting payment and covenant terms—defaults could accelerate obligations or change conversion terms. Investors should monitor the company’s liquidity, any further financings, and outstanding share count if conversions occur.