Roadzen Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On February 25, 2026, Roadzen Inc. (the “Company”) entered into a Second Amendment to Securities Purchase Agreement and Junior Convertible Note (the “Second 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”), and (ii) the junior convertible notes issued to the Investor in November 2025 (as previously amended, the “November Notes”) pursuant to the terms of the SPA, as described in the Current Report on Form 8-K filed by the Company on November 20, 2025. Certain terms of the November Notes were previously amended pursuant to an Amendment to Securities Purchase Agreement Junior Convertible Note entered into between the Company and the Investor on January 20, 2026, as described in the Current Report on Form 8-K filed by the Company on that date. Among other things, the Second Amendment (i) amends the November Notes to change the first and second “Installment Dates” under the November Notes to April 21, 2026 and May 21, 2026, respectively, and (ii) amends the SPA to grant the Investor a right to participate in certain financings that may be effected by the Company prior to June 20, 2026, subject to certain conditions and limitations.
The foregoing descriptions of the terms and conditions of the Second Amendment do not purport to be complete and are qualified in their entireties by the full text of Second Amendment, which is filed as exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 10.1 | Second Amendment to Securities Purchase Agreement and Junior Convertible Note, dated February 25, 2026. | |
| 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: | February 26, 2026 | By: | /s/ Jean-Noël Gallardo |
Name: Title: |
Jean-Noël Gallardo Chief Financial Officer | ||