Item 5. Other Information
ITEM
5. OTHER INFORMATION.
Insider
Trading Arrangements and Policies
During
the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange
Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each
term is defined in Item 408(a) of Regulation S-K.
ITEM
6. EXHIBITS.
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit
Number
Description
of Exhibits
1.1
Underwriting Agreement dated December 15, 2024 between Roadzen Inc. and ThinkEquity LLC (incorporated by reference to Exhibit 4.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on December 17, 2024).
4.1
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on December 17, 2024).
4.2
Form of Representative Warrant (incorporated by reference to Exhibit 4.2 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on December 17, 2024).
10.1
Form of Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement. (incorporated by reference to Exhibit 10.1 of Roadzen Inc.’s Current Report on Form 8-K (File No. 001-40194), filed with the Securities and Exchange Commission on November 8, 2024).
10.2***
Security Purchase Agreement, dated March 31, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Roadzen Inc. on April 1, 2025).
10.3
Form of Junior Convertible Note (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Roadzen Inc. on April 1, 2025).
10.4
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 30, 2025).
10.5
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 30, 2025).
10.6
Form of Amendment to Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 30, 2025).
10.7
Form of Placement Agency Agreement, dated July 27, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 31, 2025).
10.8
Form of Securities Purchase Agreement, dated July 27, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by Roadzen Inc. on July 31, 2025).
31.1*
Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
32.2**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
104
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed
herewith.
**
Furnished.
***
Certain
schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Any omitted schedule
or similar attachment will be furnished supplementally to the SEC upon request.
53
SIGNATURES
Pursuant
to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ROADZEN
INC.
By:
/s/
Rohan Malhotra
Name:
Rohan
Malhotra
Title:
Chief
Executive Officer
(principal
executive officer)
ROADZEN
INC.
By:
/s/
Jean-Noël Gallardo
Name:
Jean-Noël
Gallardo
Title:
Chief
Financial Officer
(principal
financial and accounting officer)
Dated:
August 13, 2025
54
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.