RDZN Roadzen Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

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, each as described in the Current Report on Form 8-K filed by the Company on November 20, 2025, and
(iii) that certain junior convertible note issued to the Investor on January 20, 2026 (the “January Note”), as described
in the Current Report on Form 8-K filed by the Company on January 20, 2026. Certain terms of the November Note and the SPA were previously
amended pursuant to a Second Amendment to Securities Purchase Agreement and Junior Convertible Note entered into between the Company
and the Investor on February 25, 2026, as described in the Current Report on Form 8-K filed by the Company on February 26, 2026. Among
other things, the Third Amendment amends the November Note to (i) change the dates on which the “Installment Amounts” otherwise
due under the November Note on April 21, 2026 and May 21, 2026 are due to July 20, 2026, (ii) add a provision that would adjust the “Conversion
Price” of the November Note in the event of certain equity financings below the Conversion Price then in effect, equivalent to
the provision in the January Note and (iii) remove the provision that required the Company to use up to 25% of the net proceeds of “Subsequent
Placements” to redeem all or a portion of the November Note. The Third Amendment also (i) changes the date on which the “Installment
Amount” otherwise due under the January Note on May 20, 2026 is due to July 20, 2026, and (ii) extends the termination date of
the Investor’s right to participate in certain financings by the Company to December 20, 2027. Also pursuant to the Third Amendment,
the Company is required to use commercially reasonable efforts to obtain the approval, for purposes of Nasdaq Listing Rules, of its shareholders
to issue a number of the Company’s ordinary shares upon conversion of the November Note and the January Note in excess of 20% of
the total number of ordinary shares outstanding as of November 20, 2025.

The
foregoing descriptions of the terms and conditions of the Third 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

Third Amendment to Securities Purchase Agreement and Junior Convertible Notes, dated May 22, 2026.

104

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