Roadzen amends convertible notes: defers $5.6M installments to July 2026, adds dilution protection

Roadzen Inc.

Deferred $5.6M Nov Note installments (April/May) and $5.6M Jan Note payment (May) to July 20, 2026.
Added dilutive issuance protection to November Note, matching January Note's anti-dilution provision.
Removed November Note's optional redemption requiring 25% of subsequent placement proceeds.
Extended investor's participation right in future financings to December 20, 2027.
Seeks Nasdaq shareholder approval before issuing conversion shares exceeding 20% of outstanding as of Nov 20, 2025.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Roadzen Inc. amended Third Amendment to Securities Purchase Agreement and Junior Convertible Notes with an institutional investor (effective 2026-05-22).

Action: amendment
Agreement: equity purchase
Counterparty: an institutional investor
Effective: 2026-05-22

Exact text from the filing

On May 22, 2026, Roadzen Inc. (the “Company”) entered into a Third Amendment to Securities Purchase Agreement and Junior Convertible Notes (the “Third Amendment”), which amended certain of the terms of (i) that certain Securities Purchase Agreement, dated as of November 20, 2025 (the “SPA”), entered into between the Company and an institutional investor (the “Investor”), (ii) the junior convertible note issued to the Investor on November 21, 2025 (as previously amended, the “November Note”) pursuant to the terms of the SPA

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Roadzen Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-025079

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