Roadzen Inc 8-K, filed Jan 2, 2025
Roadzen Inc. (RDZN)
About this 8-K
Roadzen Inc filed this 8-K on January 2, 2025, reporting on events of December 27, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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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).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2024, Roadzen Inc. (the “Company”) entered into two separate subscription agreements (the “Subscription Agreements”) with related parties, Marco Polo Securities, Inc. (“Marco Polo”) and Avacara PTE Ltd. (“Avacara”). Pursuant to the terms of the Subscription Agreements, on that date, approximately $3.5 million in aggregate of liabilities of the Company to such entities was canceled in exchange for the issuance of an aggregate of 1,227,867 ordinary shares (the “Shares”) of the Company (with 892,857 Shares issued to Marco Polo and 335,000 Shares issued to Avacara), as contemplated by the binding term sheets entered into by the Company on July 18, 2024 and reported in the Form 8-K filed by the Company on July 23, 2024. The Chairman of the Board of the Company, Steven Carlson, is the principal owner of Marco Polo and the Company’s Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner of Avacara, a significant shareholder of the Company.
The Subscription Agreements include customary “piggyback” registration rights, as well as demand registration rights which require the Company to register the Shares if requested by Marco Polo or Avacara in the event that the Shares have not been registered on a “piggyback” basis within 90 days following the closing of the transactions contemplated by the Subscription Agreement (the “Closing”).
Also on December 27, 2024, the Company entered into separate lock-up letter agreements (the “Lock-Up Agreements”) with each of Marco Polo and Avacara, pursuant to which each such entity agreed not to sell any of the Shares issued to it for a period of nine months following the Closing, except that 30% of each holder’s Shares may be sold as of the 91st day after the Closing Date, another 30% may be sold on the 181st day after the Closing Date and the remainder may be sold as of one day after the nine month anniversary of the Closing Date.
The foregoing description of the Subscription Agreements and the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text thereof, copies of the form of each of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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 Shares have been 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 9.01 Financial Statements and Exhibits.
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Description of Exhibit |
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10.1 |
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Form of Subscription Agreement, dated as of December 27, 2024 |
10.2 |
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104 |
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Cover page interactive data file (embedded within the Inline XBRL document) |
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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: |
January 2, 2025 |
By: |
/s/ Jean-Noël Gallardo |
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Name: Jean-Noël Gallardo |
EX-10.1
SUBSCRIPTION AGREEMENT
This Subscription Agreement (“Agreement”) executed on this December 27, 2024 (“Execution Date”) is made and entered into between Roadzen Inc. (the “Company”) and ____________ (the “Subscriber”).
WHEREAS, the Company has previously borrowed the aggregate amount of USD _________ (the “Exchange Amount”) from the Subscriber (the “Credit Arrangement”);
WHEREAS, pursuant to a binding term sheet agreement dated July 18, 2024 executed between Company and Subscriber (the “Term Sheet”), the Subscriber has agreed to extinguish all liabilities and debts associated with the Credit Arrangement, including, without limitation, the Exchange Amount (collectively, the “Obligations”), in exchange for the issuance to the Subscriber of Subscription Securities (as defined hereinafter);
WHEREAS, in accordance with the terms of the Term Sheet, the Subscriber desires to purchase from the Company, and the Company desires to issue to the Subscriber, the Subscription Securities in consideration for the extinguishment of all of the Obligations.
NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the conditions herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
In this Agreement, the words and expressions set forth below shall have the following meanings:
“Agreement” shall have the meaning ascribed to such term in the preamble;
“Business Day” shall mean any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close;
“Company” shall have the meaning ascribed to such term in the preamble;
“Closing” shall have the meaning ascribed to such term in paragraph (a) of Section 3;
“Closing Date” shall have the meaning ascribed to such term in paragraph (a) of Section 3;
“Credit Arrangement” shall have the meaning ascribed to such term in the recitals;
“Demand Registration” shall have the meaning ascribed to such term in paragraph (a) of Section 5.2;
“Demand Registration Notice” shall have the meaning ascribed to such term in paragraph (a) of Section 5.2;
“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time, and the rules and regulations promulgated thereunder;
“Exchange Amount” shall have the meaning ascribed to such term in the recitals;
“Execution Date” shall have the meaning ascribed to such term in the preamble;
“Indemnitees” shall have the meaning ascribed to such term in paragraph (a) of Section 5.7;
“Notice” shall have the meaning ascribed to such term in paragraph (d) of Section 6;
“Obligations” shall have the meaning ascribed to it in the recitals;
“OFAC” shall have the meaning ascribed to such term in paragraph (k) of Section 4.2;
“Ordinary Shares” shall mean the ordinary shares of the Company, each having a par value of USD 0.0001;
“Other Security Holders” shall have the meaning ascribed to such term in paragraph (a) of Section 5.2;
“Person” shall mean an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind;
“Piggyback Registration” shall have the meaning ascribed to such term in paragraph (a) of Section 5.1;
“Registration Statement” shall have the meaning ascribed to such term in paragraph (a) of Section 5.1;
“Releasee” shall have the meaning ascribed to such term in paragraph (b) of Section 1;
“SEC” shall mean the Securities and Exchange Commission;
“Securities Act” shall mean Securities Act of 1933 as it may be amended from time to time, and the rules and regulations promulgated thereunder;
“Subscriber” shall have the meaning ascribed to such term in the preamble;
“Subscription Securities” shall have the meaning ascribed to such term in paragraph (a) of Section 1;
“Suspension Event” shall have the meaning ascribed to such term in Section 5.5;
“Term Sheet” shall have the meaning assigned to it in the recitals;
“USA Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; and
“Violations” shall have the meaning ascribe to such term in paragraph (a) of Section 5.7.
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“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
In waiving the protections of California Civil Code § 1542, Subscriber acknowledges that Subscriber knows the actual facts and circumstances surrounding this Agreement upon which this release is given. So that this Agreement provides a full and complete waiver and release, Subscriber assumes the risk that Subscriber may later discover facts different from those facts Subscriber now knows or believes to be true. Thus, notwithstanding the provisions of California Civil Code § 1542, and to implement a full and complete release of all claims, Subscriber expressly acknowledges that the releases contained in this Agreement are intended to include in their effect, without limitation, all causes of action or claims Subscriber does not know or suspect to exist in Subscriber’s favor at the time of
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signing this Agreement, and that this Agreement contemplates the extinguishment of any such causes of action or claims. Subscriber acknowledges that Subscriber may later discover facts different from or in addition to those facts Subscriber knows or believes to be true regarding the matters released or described in this Agreement, and even so Subscriber agrees that the waivers and releases set forth in this Agreement shall remain effective in all respects notwithstanding any later discovery of any different or additional facts. Subscriber assumes any and all risk of any mistake in connection with the true facts involved in the matters, disputes, or controversies described in this Agreement or with regard to any facts now unknown to Subscriber relating to those matters.
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Whenever required to affect the registration of the Subscription Securities pursuant to this Agreement, the Company shall, in a reasonably expeditious manner:
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In the event any Subscription Securities are included in a Registration Statement under Sections 5.1 or 5.2 above,
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This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without regard to the conflicts of law provisions thereof.
The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) shall be in writing and shall be delivered by personal delivery, next day delivery by a nationally recognized overnight courier (with all fees pre-paid), email with confirmation of delivery, or certified or registered mail (in each case, return receipt requested, postage prepaid) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this section):
If to the Company:
Attention: Mr. Jean-Noël Gallardo
Address: 111 Anza Blvd. Ste 109
Burlingame, CA 94010
Email: Jean-Noel@roadzen.ai
If to the Subscriber:
Attention:
Address:
Email:
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Each Notice shall be effective upon (a) receipt by the receiving party if delivered by personal delivery or email, (b) one Business Day after dispatch if sent by nationally recognized overnight courier, or (c) 3 (three) Business Days after being mailed if sent by certified or registered mail, return receipt requested.
This Agreement, together with any exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof (including, without limitation, the Term Sheet). No right or obligation of either party shall be assigned or otherwise transferred without prior notice to, and the written consent of the other party. Any assignment or transfer in violation of the foregoing shall be null and void.
Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incidental to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of the Subscription Securities to the Subscriber.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such eliminated term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
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Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request or require in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.
The headings and other titles preceding the text of each section, subsection or paragraph hereof are for convenience of reference only and shall not affect the construction, meaning or interpretation of this Agreement (or of any provision hereof).
This Agreement may be executed in any number of counterparts and by the signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
Any term of this Agreement may be amended or waived only with the written consent of the parties. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as of the date first above written.
Roadzen Inc.
______________________
Name:
Title:
Subscriber:
______________________
Name:
Title:
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EX-10.2
December 27, 2024
Roadzen Inc.
111 Anza Blvd., Suite 109
Burlingame, CA 94010
RE: Lock-Up Agreement
Ladies and Gentlemen:
Reference is made to the Subscription Agreement of even date herewith (the “Subscription Agreement”) between Roadzen Inc. (the “Company”) and the undersigned stockholder of the Company (the “Holder”), pursuant to which the undersigned is acquiring from the Company certain Ordinary Shares of the Company. Capitalized terms used and not otherwise defined in this letter shall have the meanings given to them in the Subscription Agreement.
This is to confirm our agreement that the undersigned shall not sell any of the Subscription Securities for a period of nine (9) months following the Closing Date without the prior written consent of the Company, except that the Subscriber may sell up to 30% of the Subscription Securities commencing on the 91st day following the Closing Date, up to an additional 30% of the Subscription Securities commencing on the 181st day following the Closing Date, and all of the Subscription Securities commencing on the day after the nine (9) month anniversary of the Closing Date.
Whenever possible, each provision of this letter agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any term or other provision of this letter agreement is held to be invalid, illegal or unenforceable under applicable law, all other provisions of this letter agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this letter agreement is invalid, illegal or unenforceable under applicable law, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
This letter agreement may be amended or modified only with the written consent of the Company and the Holder. The observance of any term of this letter agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this letter agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
Holder acknowledges that its obligations under this letter agreement are unique, recognizes and affirms that in the event of a breach of this letter agreement by Holder, money damages will be inadequate and the Company will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this letter agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order to prevent breaches of this letter agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this letter agreement, at law or in equity.
This letter agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” and words of like import in this letter agreement or in any other certificate, agreement or document related to this letter agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”, “tif” or “jpg”) and other electronic signatures (including, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including footers from earlier versions of this letter agreement or any such other document, shall be disregarded in determining the party’s intent or the effectiveness of such signature.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
Subscriber:
By:
Name:
Title:
ACKNOWLEDGED AND AGREED:
ROADZEN INC.
By:
Name:
Title: