Roadzen Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On July 27, 2025, 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 a purchaser for the purchase and sale, in a best efforts offering (the “Offering”), of 1,730,769 of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), at an offering price of $1.30 per Ordinary Share.
The Offering closed on July 29, 2025. The Company received gross proceeds of $2,249,999.70 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 1,730,769 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 July 27, 2025.
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 $25,000 as reimbursement of the Placement Agent’s accountable expenses. For a period of six (6) months from July 29, 2025, the Company will pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds of any equity, equity-linked, or debt financing, or any other capital raising activity received by the Company from the purchasers introduced to the Company by the Placement Agent related to the Offering.
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 July 29, 2025, 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 July 28, 2025, 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 | Form of Placement Agency Agreement, dated July 27, 2025. | |
| 10.2 | Form of Securities Purchase Agreement, dated July 27, 2025. | |
| 23.1 | Consent of Maples & Calder (included in Exhibit 5.1). | |
| 99.1 | Press Release dated July 28, 2025. | |
| 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: July 31, 2025 | By: | /s/ Jean-Noel Gallardo |
| Name: | Jean-Noel Gallardo | |
| Title: | Chief Financial Officer | |