Roadzen Inc. 8-K

What Happened

• Roadzen Inc. announced on May 22, 2026 that it entered into a Third Amendment to its Securities Purchase Agreement (SPA) and two junior convertible notes with an institutional investor. The amendment changes payment dates, modifies conversion protections, removes a partial redemption requirement, and extends the investor’s participation rights in future financings.

Key Details

• Dates: Third Amendment executed May 22, 2026; November Note originally issued Nov 21, 2025; January Note issued Jan 20, 2026.
• Payment timing: Installment amounts under the November Note originally due Apr 21 and May 21, 2026 are moved to July 20, 2026; the January Note installment due May 20, 2026 is also moved to July 20, 2026.
• Conversion and redemption changes: Adds a conversion-price adjustment for the November Note for certain equity financings below the then-current conversion price (matching a provision in the January Note); removes the prior requirement that the Company use up to 25% of net proceeds of “Subsequent Placements” to redeem all or part of the November Note.
• Investor rights and Nasdaq approval: Extends the investor’s right to participate in certain Company financings through Dec 20, 2027; the Company must use commercially reasonable efforts to obtain shareholder approval for issuing shares on conversion in excess of 20% of ordinary shares outstanding as of Nov 20, 2025 (for Nasdaq listing rule purposes).

Why It Matters

• For investors, the amendment delays near-term cash outflows (installment payments) to July 20, 2026, which can reduce short-term liquidity pressure on Roadzen. Changes to conversion-price protection and the removal of the partial-redemption funding requirement may affect potential dilution and how future financings interact with these notes. Extending the investor’s participation rights to Dec 2027 and the shareholder approval effort could influence future dilution and capital-raising dynamics. The full amendment text is filed as Exhibit 10.1 to the 8-K.