Roadzen Inc. Files 8-K on Definitive Agreement and Equity Sales

TL;DR

Roadzen filed an 8-K detailing a material definitive agreement and unregistered equity sales, potentially affecting share structure.

AI Summary

On July 18, 2024, Roadzen Inc. entered into a material definitive agreement related to the issuance of warrants. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. This filing follows their previous name change from Vahanna Tech Edge Acquisition I Corp. on June 21, 2021.

Why It Matters

This filing indicates potential dilution or new capital infusion for Roadzen Inc. through the issuance of warrants and unregistered equity sales, which could impact its stock price and financial structure.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity and warrants, which can signal dilution or financial distress, warranting closer scrutiny.

Key Players & Entities

• Roadzen Inc. (company) — Registrant
• Vahanna Tech Edge Acquisition I Corp. (company) — Former company name
• July 18, 2024 (date) — Date of earliest event reported
• June 21, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share RDZN The Nasdaq Stock Mar
• $11.50 — ary share, each at an exercise price of $11.50 per share RDZNW The Nasdaq Stock Ma
• $3.5 million — related parties to cancel approximately $3.5 million of short-term debt in exchange for ordi
• $2.5 million — tively, the "Exchange Shares") equal to $2.5 million for Marco Polo and Pi Capital in the ag
• $938,000 — lo and Pi Capital in the aggregate, and $938,000 for Avacara, each divided by the price
• $2.80 — e per share equal to the greater of (1) $2.80 and (2) the 30 trading-day trailing Vol

Filing Documents

• rdzn-20240718.htm (8-K) — 49KB
• rdzn-ex10_1.htm (EX-10.1) — 29KB
• rdzn-ex99_1.htm (EX-99.1) — 13KB
• 0000950170-24-085444.txt ( ) — 248KB
• rdzn-20240718.xsd (EX-101.SCH) — 46KB
• rdzn-20240718_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 18, 2024, Roadzen Inc. (the "Company") entered into two separate binding term sheets with related parties to cancel approximately $3.5 million of short-term debt in exchange for ordinary shares of the Company to be issued in the future. Pursuant to the provisions of the respective term sheets, the Company will enter into subscription agreements ("Subscription Agreements") with Marco Polo Securities, Inc. ("Marco Polo"), Pi Capital International LLC ("Pi Capital") and Avacara PTE Ltd. ("Avacara"; Marco Polo, Pi Capital and Avacara collectively the "Creditors"). The Chairman of the Board of the Company, Steven Carlson, is the principal owner of Marco Polo and Pi Capital. The Company's CEO, Rohan Malhotra, is the principal owner and Managing Partner of Avacara, a significant shareholder of the Company. The binding term sheets provide for the Company to issue, pursuant to the Subscription Agreements (when entered into), a number of its ordinary shares (collectively, the "Exchange Shares") equal to $2.5 million for Marco Polo and Pi Capital in the aggregate, and $938,000 for Avacara, each divided by the price per share equal to the greater of (1) $2.80 and (2) the 30 trading-day trailing Volume-Weighted Average Price ("VWAP") of the ordinary shares as reported by Bloomberg at the close of trading on the 33rd trading day after the day that the Company files its Form 10-Q for the first quarter of its fiscal 2025 (which 33rd day (referred to as the "Issuance Date") is anticipated to be on or about September 16, 2024). The Subscription Agreements will include piggy-back registration rights, as well as demand registration rights creating an obligation by the Company to register the shares to be issued, with the Company to use its best efforts to complete the demand registration within 90 days after the Issuance Date if no piggy-back registration has occurred. As of the Issuance Date the shares, at the option of

02 Unregistered Sales of Equity Securities

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 Exchange Shares have been offered and will be 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 18, 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibits 10.1 Form of Binding Term Sheets dated as of July 18, 2024 . 99.1 Press Release issued July 18, 2024 . 104 Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

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 22, 2023 By: /s/ Jean-Nol Gallardo Name: Jean-Nol Gallardo Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR