Roadzen Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
On July 26, 2024, Roadzen, Inc. (the “Issuer”), a wholly-owned subsidiary of Roadzen Inc. (the “Company”), entered into Amendment No. 1 to the Senior Secured Note Purchase Agreement (the “Amendment”), by and among the Issuer, the subsidiary guarantors party thereto (the “Guarantors”), Mizuho Securities USA LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Senior Secured Note Purchase Agreement, dated as of June 30, 2023 (the “Note Purchase Agreement”), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the Amendment provides for (i) the purchase by the Purchaser of an additional $4 million in principal amount of senior secured notes (the “Additional Notes”), increasing the aggregate principal amount of notes issued under the Note Purchase Agreement to $11.5 million (the Additional Notes and the original notes, collectively, the “Notes”), and (ii) an extension of the maturity date of the Notes to December 31, 2024. The terms of the Additional Notes are otherwise the same as the original notes issued at the closing of the Note Purchase Agreement in June 2023, including an interest rate of 15% per annum (subject to increase under certain circumstances as described in the Note Purchase Agreement). The closing of the purchase and sale of the Additional Notes pursuant to the Amendment (the “Closing”) occurred on July 26, 2024. At the Closing, the Issuer issued to the Purchaser an amended and restated senior secured note (the “Restated Note”), reflecting the increased principal amount of $11.5 million and amending and restating in its entirety the promissory note originally issued by the Issuer to the Purchaser on June 30, 2023.
The foregoing descriptions of the Amendment and the Restated Note do not purport to be complete and are qualified in their entireties by reference to the full text of the Amendment and the Restated Note, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Amendment and the Restated Note contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Additional Notes were offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.
Item 7.01 Regulation FD Disclosure.
On July 26, 2024, the Company issued a press release regarding the matters discussed in Item 1.01 of this Current Report. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description of Exhibits |
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4.1 |
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Amended and Restated Senior Secured Note, dated July 26, 2024. |
10.1 |
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Amendment No. 1 to the Senior Secured Note Purchase Agreement, dated as of July 26, 2024. |
99.1 |
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104 |
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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.
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ROADZEN INC. |
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Date: |
July 30, 2024 |
By: |
/s/ Jean-Noel Gallardo |
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Name: Jean-Noel Gallardo |