Roadzen Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
RDZN$1.18+6.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023491
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-022583
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 168 previous paragraphs and 182 current paragraphs.
121 unchanged; 39 reworded; 19 added; 8 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 24 previous and 35 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Lock-up Agreements
Current report
In connection with the consummation of the Business Combination, certain holders of equity in Vahanna and Roadzen (DE) entered into lock-up agreements (the “Lock-up Agreements”) with the Parent Company and Roadzen (DE). Pursuant to the Lock-up Agreements, certain holders of Restricted Securities (as defined therein) had agreed, among other things, to be subject to a lock-up period after Closing through September 20, 2024, which was subsequently extended through September 20, 2025. The lock-up legends were removed effective close of market on September 19, 2025.
Current report
** Comparison of the Six Months Ended September 30, 2025 and September 30, 2024**
Current report
Revenue increased by $1.8 million, representing a 15% increase for the three months ending September 30, 2025, compared to the same period the prior year. This increase was primarily due to the consolidation of our Variable Interest Entity (“VIE”) in China, Daokang (Beijing) Data Science Company Limited.
Current report
Commission and Commission and Distribution Income decreased by $0.06 million, or 1%, compared to the same period in the previous year.
Current report
Revenue from the Insurance as a Service (IaaS) platform increased by $1.1 million, or 10%, for the six months ending September 30, 2025 primarily due to the consolidation of our VIE in China
Current report
Cost of services increased by $0.8 million, or 16%, for the three months ending September 30, 2025 compared to the same period the prior year. This increase was primarily driven by the consolidation of our VIE in China and increased IaaS revenue.
Current report
Cost of services decreased by $0.1 million, or 1%, for the six months ending September 30, 2025 compared to the same period the prior year, as cost of service directly correlated to revenue, the decline is primarily driven by the decrease in IaaS revenue in the previous quarter offset by increase in cost of service associated to consolidation of our VIE in China in the current quarter.
Current report
Sales and marketing expense decreased by $1.8 million, or 23%, for the three months ended September 30, 2025 compared to the same period the prior year. The increase was primarily attributable to a $1.7 million decline in non-cash compensation expense related to RSU grants.
Current report
General and administrative expenses declined by $39.8 million, or 86%, for the six months ended September 30, 2025, compared to the same period in the prior year. This decrease was primarily driven by a $40.7 million reduction in non-cash RSU expenses, partially offset by an increase of $0.7 million associated to the consolidation of Daokang.
Current report
Depreciation and amortization increased by $0.6 million or 288% for the three months ended September 30, 2025, compared to the same period the prior year.
Current report
Loss on fair valuation changes decreased by $18.8 million or 103%, for the six months ended September 30, 2025 compared to the same period the prior year due to the fair market valuation of our convertible promissory notes, share warrants and the consolidation of Daokang. The Company has not conducted a PPA valuation of Daokang, which may result in a change of the fair valuation of Daokang, currently recorded at $0.9 million.
Current report
Other income (expense), net, decreased by $1.9 million, or 58%, for the three months ended September 30, 2025, compared to the same period in the prior year. The decrease was primarily driven by a lower write-back of certain liabilities related to payables inherited from the Business Combination of $1.3 million during the current period, compared to $3.8 million in the prior-year period. The prior year period was also partially offset by $0.7 million in write-offs of customer contracts.
Current report
Other income (expense), net, decreased by $1.9 million, or 58%, for the six months ended September 30, 2025, compared to the same period in the prior year. The decrease was primarily driven by a lower write-back of certain liabilities related to payables inherited from the Business Combination of $1.3 million during the current period, compared to $3.8 million in the prior-year period. The prior year period was also partially offset by $0.7 million in write-offs of customer contracts.
Current report
Cash provided by financing activities was $8.5 million for the six months ended September 30, 2025, which consisted primarily of $3.6 million from the issuance of Ordinary Shares by the Company and $5.8 million from issuance of equity shares of subsidiary company partially offset by repayment of borrowings of $0.9 million.
Current report
On November 4, 2025, the Company announced it had reached an agreement in principle with Mizuho to further extend the maturity date from December 31, 2025 to June 30, 2027. All other terms remain the same.
Current report
On October 6, 2025, the Company announced the final closing of its India subsidiary financing, raising $7 million in total, representing approximately 8% dilution at the subsidiary level.
Current report
On October 29, 2025, the Company announced it entered into a definitive agreement to acquire majority control of a commercial auto insurance broker and managing general underwriter (“MGU”), licensed to operate as a broker across California, Texas, Illinois and New Jersey, and which also maintains Lloyd’s of London Coverholder status, enabling it to underwrite specialty transportation and commercial vehicle risks on behalf of Lloyd’s syndicates. The acquired company serves the fast-growing small and mid-sized fleet segment, offering underwriting, claims administration, and distribution through its expanding national agency network. The acquisition is scheduled to close within this quarter, subject to customary closing conditions, at which point Roadzen will exercise board control. Terms of the transaction were not disclosed.
Current report
On November 4, 2025, the Company announced it entered into an agreement in principle with Mizuho Securities USA, LLC to extend the maturity date of its senior secured note from December 31, 2025 to June 30, 2027. All other terms remain the same.
Removed paragraphs (8)
Previous report
Cost of services decreased $1.0 million, or 18%, for the three months ending June 30, 2025 compared to the same period the prior year. This decrease was primarily driven by a decrease in IaaS revenue.
Previous report
Othe Expenses increased $0.07 million, or 314%, for the three months ended June 30, 2025 compared to the same period the prior year. This was primarily driven by the increase of $0.07 million of foreign exchange fluctuation loss.
Previous report
Cash generated from investing activities was $1.2 million for the three months ended June 30, 2024, which primarily consisted of $1.0 million received from forward purchase agreement and $0.19 million reduction of an investment made in a mutual fund (held for sale).
Previous report
On July 24, 2025, the Company entered into separate amendments (the “RSU Amendments”) to the restricted stock unit awards (as previously amended, the “RSUs”) previously granted to Rohan Malhotra, the Company’s Chief Executive Officer and a director, Jean-Noël Gallardo, the Company’s Chief Financial Officer, and Ankur Kamboj, the Company’s Chief Operating Officer. Pursuant to the RSU Amendments, the 5,616,550 RSUs previously granted by the Company to Mr. Malhotra and the 1,250,007 RSUs previously granted by the Company to Mr. Kamboj were each amended to change the date on which such RSUs vest in full (subject to the executive’s continuous service with the Company through the vesting date) from September 17, 2025 to September 17, 2026, and the 115,000 RSUs previously granted by the Company to Mr. Gallardo were amended to change the date on which such RSUs vest in full (subject to the executive’s continuous service with the Company through the vesting date) from November 20, 2025 to November 20, 2026.
Previous report
On July 27, 2025, the Company entered into a placement agency agreement (the “Maxim Agreement”) with Maxim Group LLC (“Placement Agent”) and a securities purchase agreement (the “2025 Purchase Agreement”) with a purchaser for the purchase and sale, in a best efforts offering (the “Direct Offering”), of 1,730,769 of the Company’s Ordinary Shares at an offering price of $1.30 per Ordinary Share. The Direct Offering closed on July 29, 2025. The Company received gross proceeds of $2,249,999.70 in connection with the Direct Offering, before deducting Placement Agent fees and other Direct Offering expenses payable by the Company. The Company intends to use the net proceeds from the Direct Offering for working capital and general corporate purposes. The Company may also use a portion of the net proceeds to repay outstanding indebtedness.
Previous report
The 1,730,769 Ordinary Shares sold in the Direct Offering were offered and sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-282966), previously filed with the SEC on November 1, 2024 and declared effective on November 12, 2024, including the base prospectus contained therein and a prospectus supplement dated July 27, 2025.
Previous report
As part of its compensation for acting as Placement Agent for the Direct Offering, the Company paid the Placement Agent a cash fee of 6.0% of the aggregate gross proceeds and $25,000 as reimbursement of the Placement Agent’s accountable expenses. For a period of six (6) months from July 29, 2025, the Company will pay the Placement Agent a cash fee equal to 6.0% of the gross proceeds of any equity, equity-linked, or debt financing, or any other capital raising activity received by the Company from the purchasers introduced to the Company by the Placement Agent related to the Direct Offering.
Previous report
The Maxim Agreement and the 2025 Purchase Agreement contain customary representations, warranties and covenants made by the Company. They also provide for customary indemnification by the Company for losses or damages arising out of or in connection with the Direct Offering, among other things. In addition, pursuant to the terms of the Maxim Agreement, the Company has agreed for a period of 20-days from July 29, 2025, subject to certain exceptions, not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Ordinary Shares or Ordinary Share equivalents, other than certain exempted issuance, or (ii) file any registration statement or any amendment or supplement thereto, other than the prospectus supplement in connection with the Offering or a registration statement on Form S-8 in connection with any employee benefit plan.
Reworded paragraphs (39)
Previous wording
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current wording
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous wording
The following discussion and analysis of the financial condition and results of operations of Roadzen Inc. and its subsidiaries should be read in conjunction with the “Unaudited Condensed Consolidated Financial Statements of Roadzen Inc. as of and for the three months ended June 30, 2025 and 2024,” together with related notes thereto, included elsewhere in this Form 10-Q (in the section of this Form 10-Q entitled “Financial Information”). The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See the section titled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth or referred to under the section titled “Risk Factors” or elsewhere in this Form 10-Q.
Current wording
The following discussion and analysis of the financial condition and results of operations of Roadzen Inc. and its subsidiaries should be read in conjunction with the “Unaudited Condensed Consolidated Financial Statements of Roadzen Inc. as of and for the three and six months ended September 30, 2025 and 2024,” together with related notes thereto, included elsewhere in this Form 10-Q (in the section of this Form 10-Q entitled “Financial Information”). The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See the section titled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in the forward-looking statements as a result of various factors, including those set forth or referred to under the section titled “Risk Factors” or elsewhere in this Form 10-Q.
Previous wording
Our mission is to build the leading company at the intersection of artificial intelligence (“AI”), insurance and mobility. To further our mission, we have built a pioneering lab focused on fundamental and applied AI research. We work on core research areas in computer vision, generative AI, and traditional machine learning to develop product experiences that improve the safety, convenience, and protection of millions of drivers across the world. Roadzen is a founding member of the AI Alliance fostering safe, responsible, and open-source development alongside industry leaders such as Meta, IBM, Hugging Face, Stability AI, AMD, Service Now, and others. Our approach to build precision AI models in insurance and mobility has won several industry accolades. Roadzen achieved significant industry recognition for its advancements in AI and technology during FY 2024-25. Honors included ‘Best AI in Deep Tech’ at the AI Awards Summit 2025 by Entrepreneur India and secured a spot on the Fintech40 Index by L’Observatoire de la Fintech. It was named the ‘World’s Top InsurTech’ by CNBC in 2024, ‘Most Innovative Use of AI’ by Financial Express at the FE Futech Awards 2024 and won the Gold Stevie Award for its xClaim insurance solution at the International Business Awards 2024. Additional recognitions included ‘Excellence in InsurTech’ by the India FinTech Forum (IFTA 2024), ‘Best Use of AI in Insurance’ at the Global AI Summit & Awards (GAISA 2024), and ‘Best Product and Business Team’ at the World Auto Forum 2024. Roadzen also won ‘Best Use of Technology’ at the Entrepreneur Awards 2024 and ‘Most Innovative Company’ at the World Finance Innovation Awards 2024.
Current wording
Our mission is to build the leading company at the intersection of artificial intelligence (“AI”), insurance and mobility. To further our mission, we have built a pioneering lab focused on fundamental and applied AI research. We work on core research areas in computer vision, generative AI, and traditional machine learning to develop product experiences that improve the safety, convenience, and protection of millions of drivers across the world. Roadzen is a founding member of the AI Alliance fostering safe, responsible, and open-source development alongside industry leaders such as Meta, IBM, Hugging Face, Stability AI, AMD, Service Now, and others. Our approach to build precision AI models in insurance and mobility has won several industry accolades. Roadzen achieved significant industry recognition for its advancements in AI and technology during the last several years. Honors included ‘Best AI in Deep Tech’ at the AI Awards Summit 2025 by Entrepreneur India and secured a spot on the Fintech40 Index by L’Observatoire de la Fintech. It was named the ‘World’s Top InsurTech’ by CNBC in 2024, ‘Most Innovative Use of AI’ by Financial Express at the FE Futech Awards 2024 and won the Gold Stevie Award for its xClaim insurance solution at the International Business Awards 2024. Additional recognitions included ‘Excellence in InsurTech’ by the India FinTech Forum (IFTA 2024), ‘Best Use of AI in Insurance’ at the Global AI Summit & Awards (GAISA 2024), and ‘Best Product and Business Team’ at the World Auto Forum 2024. Roadzen also won ‘Best Use of Technology’ at the Entrepreneur Awards 2024 and ‘Most Innovative Company’ at the World Finance Innovation Awards 2024.
Previous wording
Roadzen’s IaaS Platform accounted for approximately 47% of revenues for the three months ended June 30, 2025.
Current wording
Roadzen’s IaaS Platform accounted for approximately 57% and 53% of revenues for the three and six months ended September 30, 2025.
Previous wording
Roadzen acts as an insurance broker utilizing its technology to sell insurance through our embedded and B2B2C distribution model. The policies are sold by insurance intermediaries such as agents and through captive distributors such as dealerships, fleets and used car platforms. Our B2B2C channel partners choose us for a variety of reasons - for the ease of integrating our technology through APIs into their ecosystem, for a seamless, fully digital customer experience from obtaining a policy to submitting a claim, and for integrations with a large number of insurance companies who sell their policies through our platform to give the users a handful of policy options, and our ability to deliver multiple relevant products such as auto insurance, commercial and fleet insurance, extended warranty, guaranteed asset protection, and other automotive related insurance products. Lastly, we are able to provide a superior customer experience for the end user by bundling telematics for road safety, RSA and claims management to the customer - an experience that we believe is unrivaled by other traditional brokers. Roadzen’s revenues are based on commissions and other fees that are paid by our insurance carriers as a percentage of the GWP underwritten for each policy.
Current wording
Roadzen acts as an insurance broker utilizing its technology to sell insurance through our embedded and B2B2C distribution model. The policies are sold by insurance intermediaries such as agents and through captive distributors such as dealerships, fleets and used car platforms. Our B2B2C channel partners choose us for a variety of reasons - for the ease of integrating our technology through APIs into their ecosystem, for a seamless, fully digital customer experience from obtaining a policy to submitting a claim, and for integrations with a large number of insurance companies who sell their policies through our platform to give their users a handful of policy options, and our ability to deliver multiple relevant products such as auto insurance, commercial and fleet insurance, extended warranty, guaranteed asset protection, and other automotive related insurance products. Lastly, we are able to provide a superior customer experience for the end user by bundling telematics for road safety, RSA and claims management to the customer - an experience that we believe is unrivaled by other traditional brokers. Roadzen’s revenues are based on commissions and other fees that are paid by our insurance carriers as a percentage of the GWP underwritten for each policy.
Previous wording
Roadzen’s brokerage solutions accounted for approximately 53% of revenues for the three months ended June 30, 2025.
Current wording
Roadzen’s brokerage solutions accounted for approximately 43% and 47% of revenues for the three and six months ended September 30, 2025.
Previous wording
We continue to develop and invest in our technology platform to drive scalability and build innovative products. We believe our significant proprietary investments into our data pipelines, training, model development and our core technology platform are key advantages that allow us to stay ahead of competition, support our growth into global markets and improve operating margins.
Current wording
We continue to develop and invest in our technology platform to drive scalability and build innovative products. We believe our significant proprietary investments into our data pipelines, training, model development and our core technology platform are key advantages that allow us to stay ahead of the competition, support our growth into global markets and improve operating margins.
Previous wording
Since January 1, 2023 we began tracking customer segmentation for Roadzen, described as such: enterprise clients that include insurers, automakers and large fleets (above 100 vehicles), and SMB clients, which include agents, brokers, small dealerships, and small fleets (under 100 vehicles). As of June 30, 2025, we had 34 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 78 automotive customer agreements, and approximately 3,800 agents and fleet customers agreements.
Current wording
Since January 1, 2023 we began tracking customer segmentation for Roadzen, described as such: enterprise clients that include insurers, automakers and large fleets (above 100 vehicles), and SMB clients, which include agents, brokers, small dealerships, and small fleets (under 100 vehicles). As of September 30, 2025, we had 46 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 80 automotive customer agreements, and approximately 3,900 agents and fleet customers agreements.
Previous wording
We generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen derived 53% of revenue from its Brokerage Solutions and 47% from its IaaS Platform for the three months ended June 30, 2025. A softening of the insurance market characterized by a period of declining premium rates due to competition or regulation could negatively impact our financial results.
Current wording
We generate a majority of our revenues through commissions and fees which are a reflection of the total insurance policy premium. Roadzen derived 43% of revenue from its Brokerage Solutions and 57% from its IaaS Platform for the three months ended September 30, 2025. A softening of the insurance market characterized by a period of declining premium rates due to competition or regulation could negatively impact our financial results.
Previous wording
Our subsidiary in the U.K. is licensed as a MGA, under which we are subject to stringent oversight by the FCA. Our operations must align with FCA regulations that are specifically tailored to govern the conduct and obligations of MGAs, which act as an intermediary between insurers and clients, with delegated authority to underwrite and process claims on behalf of insurers. Our adherence to these regulations encompasses a variety of compliance obligations, including but not limited to, ensuring that underwriting decisions are made with the requisite skill and care, maintaining accurate and secure records of insurance contracts, managing potential conflicts of interest, and safeguarding client funds. The FCA also imposes comprehensive conduct rules and solvency requirements that require us to act with due care in the interests of policyholders.
Current wording
Our subsidiary in the U.K. is licensed as a Managing General Agent (“MGA”), under which we are subject to stringent oversight by the Financial Conduct Authority (“FCA”). Our operations must align with FCA regulations that are specifically tailored to govern the conduct and obligations of MGAs, which act as an intermediary between insurers and clients, with delegated authority to underwrite and process claims on behalf of insurers. Our adherence to these regulations encompasses a variety of compliance obligations, including but not limited to, ensuring that underwriting decisions are made with the requisite skill and care, maintaining accurate and secure records of insurance contracts, managing potential conflicts of interest, and safeguarding client funds. The FCA also imposes comprehensive conduct rules and solvency requirements that require us to act with due care in the interests of policyholders.
Previous wording
We provide access to our IaaS solutions through contractual agreements with our customers, whereby the customer receives one or a bundle of our solutions, which can include inspection, claims management, RSA, and/or telematics offerings. The average contract length for our IaaS customers is approximately three years. Our clients pay us on a fixed fee per-incident or per-vehicle. Our brokerage revenues are based on commissions and fees that we receive from our insurance partners for selling their policies to customers as well as providing other client services such as claims management. Our commissions and fees are calculated as a percentage of the GWP underwritten for each policy.
Current wording
We provide access to our IaaS solutions through contractual agreements with our customers, whereby the customer receives one or a bundle of our solutions, which can include inspection, claims management, RSA, and/or telematics offerings. The average contract length for our IaaS customers is approximately three years. Our clients pay us on a fixed fee per-incident or per-vehicle. Our brokerage revenues are based on commissions and fees that we receive from our insurance partners for selling their policies to customers as well as providing other client services such as claims management. Our commissions and fees are calculated as a percentage of a policy’s GWP.
Previous wording
Conversely, revenue from the Insurance as a Service (IaaS) platform decreased by $0.7 million, or 12%, for the three months ending June 30, 2025 primarily attributable to the pause of GAP product in UK.
Current wording
Revenue from the Insurance as a Service (IaaS) platform increased by $1.9 million, or 31%, for the three months ending September 30, 2025 primarily due to the consolidation of our VIE in China.
Previous wording
As of June 30, 2025, the Company maintained 34 insurance customer agreements and 78 automotive customer agreements, as well as approximately 3800 agents and fleet customer agreements.
Current wording
As of September 30, 2025, the Company maintained 46 insurance customer agreements and 80 automotive customer agreements, as well as approximately 3,900 agents and fleet customer agreements.
Previous wording
Revenue increased by $1.9 million, representing a 22% increase for the three months ending June 30, 2025, compared to the same period the prior year. This increase was primarily due to the expansion of our distribution network.
Current wording
Revenue increased by $3.7 million, or 18%, for the six months ending September 30, 2025, compared to the same period the prior year. This increase was primarily due to the consolidation of our VIE in China, Daokang, and expansion of our distribution network.
Previous wording
Commission and Commission and Distribution Income increased by $2.6 million, or 86%, compared to the same period in the previous year. This growth was supported by strategic marketing efforts and the expansion of our distribution network. These initiatives enabled us to access new customer segments and enhance product penetration within existing markets
Current wording
Commission and Distribution Income increased by $2.6 million, or 29%, compared to the same period in the previous year. This growth was supported by strategic marketing efforts and the expansion of our distribution network, allowing us to access new customer segments and enhance product penetration within existing markets.
Previous wording
Research and development expenses decreased by $1.7 million, or 95%, for the three months ended June 30, 2025, compared to the same period in the prior year. The reduction was primarily attributable to a $1.4 million decline in non-cash compensation expense associated with RSU grants, a $0.1 million increase in capitalization relative to the prior period, and a $0.2 million decrease in costs related to technology personnel and consulting services.
Current wording
Research and development expenses decreased by $3.0 million, or 93%, for the six months ended September 30, 2025, compared to the same period in the prior year. The reduction was primarily attributable to a $2.6 million decline in non-cash compensation expense associated with RSU grants, a $0.2 million increase in capitalization relative to the prior period and $0.2 million decrease in costs related to technology personnel and consulting services.
Previous wording
Sales and marketing expense increased by $0.3 million, or 6%, for the three months ended June 30, 2025 compared to the same period the prior year. The increase was primarily due to a $2.2 million rise in expenses towards enhanced marketing efforts for increase in distribution income, partially offset by a $1.9 million decline in non-cash compensation expense related to RSU grants.
Current wording
Sales and marketing expense decreased by $1.4 million, or 11%, for the six months ended September 30, 2025 compared to the same period the prior year. The decrease was primarily attributable to a $3.6 million decline in non-cash compensation expense related to RSU grants, partially offset by $2.2 million rise in expenses due to enhanced marketing efforts related to increasing distribution income during previous quarter.
Previous wording
General and administrative expenses declined by $23.2 million, or 90%, for the three months ended June 30, 2025, compared to the same period in the prior year. This decrease was primarily driven by a $22.8 million reduction in non-cash RSU expenses, along with continued cost discipline efforts and a reduction in headcount.
Current wording
General and administrative expenses declined by $16.6. million, or 81%, for the three months ended September 30, 2025, compared to the same period in the prior year. This decrease was primarily driven by a $17.9 million reduction in non-cash RSU expenses and an increase of $0.7 million associated to the consolidation of Daokang.
Previous wording
Depreciation and amortization decreased by $0.4 million or 74% for the three months ended June 30, 2025, compared to the same period the prior year.
Current wording
Depreciation and amortization decreased by $0.2 million or 30% for the six months ended September 30, 2025, compared to the same period the prior year.
Previous wording
Interest expense increased $0.1 million or 15% increase for the three months ended June 30, 2025 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.
Current wording
Interest expense increased $0.6 million or 99% increase for the three months ended September 30, 2025 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.
Previous wording
Loss on fair valuation changes decreased by $16.6 million or 97%, for the three months ended June 30, 2025 compared to the same period the prior year due to the fair market valuation of our Forward Purchase Agreement, convertible promissory notes, and share warrants.
Current wording
Loss on fair valuation changes decreased by $2.1 million or 197%, for the three months ended September 30, 2025 compared to the same period the prior year due to the fair market valuation of our convertible promissory notes, share warrants and the consolidation of Daokang.The Company has not yet conducted a Purchase Price Allocation (“PPA”) valuation of Daokang, which may result in a change of the fair valuation of Daokang, currently recorded at $0.9 million
Previous wording
Since our incorporation, we have financed our growth through a blend of equity, convertible instruments, debt (including working capital lines), and customer payments. As of June 30, 2025, we have raised an aggregate of $53.3 million, net of issuance costs, through the issuance of Ordinary Shares, convertible instruments and preferred stock of Roadzen DE. Our accumulated deficit stood at $228.4 million as of June 30, 2025 up from $224.3 million from the previous year. These accumulated deficit stem from substantial operating losses, which stems from fair valuation, vesting of RSU, impairment of investment and intangible assets, transaction costs arose from business combination. These losses have been detailed on the table below. We anticipate that we will continue to experience operating losses and generate negative cash flows from operations over an extended period due to the planned investments in our business. Consequently, we will need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.
Current wording
Since our incorporation, we have financed our growth through a blend of equity, convertible instruments, debt (including working capital lines), and customer payments. As of September 30, 2025, we have raised an aggregate of $61.5 million, net of issuance costs, through the issuance of Ordinary Shares, convertible instruments and preferred stock of Roadzen (DE). Our accumulated deficit stood at $231.1 million as of September 30, 2025 up from $224.3 million from the previous year. These accumulated deficit stem from substantial operating losses, which stems from the fair valuation of derivative instruments including RSUs, impairment of investment and intangible assets, and transaction costs related to the Business Combination. These losses have been detailed in the table below. We anticipate that we will continue to experience operating losses and generate negative cash flows from operations in the near future due to the planned investments in our business. Consequently, we may need to secure additional capital resources to support the execution of our strategic initiatives for growing our business in the coming years.
Previous wording
Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain customers, the continued market acceptance of our solutions, the timing and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. We will be required to seek additional equity or debt financing. In the event that additional financing is required, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.
Current wording
Our future capital requirements will depend on many factors, including, but not limited to, our growth, our ability to attract and retain customers, the continued market acceptance of our solutions, the timing and extent of spending to support our efforts to develop our platform, and the expansion of sales and marketing activities. Further, we may in the future enter into arrangements to acquire or invest in businesses, products, services and technologies. We may be required to seek additional equity or debt financing. In the event that additional financing is required, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations could be adversely affected.
Previous wording
Our largest sources of cash provided by operations are increases in accounts payables and payments received from our customers. Our primary uses of cash from operating activities include employee-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses and other overhead costs.
Current wording
Our largest sources of cash provided by operations are increases in accounts payable and payments received from our customers. Our primary uses of cash from operating activities include employee-related expenses, sales and marketing expenses, third-party cloud infrastructure expenses and other overhead costs.
Previous wording
For the three months ended June 30, 2025, net cash used in operating activities was $2.9 million, a decrease of $2.7 million compared to $5.6 million for the same period the prior year. This decrease primarily reflects a combination of lower net losses and changes in working capital during the current period.
Current wording
For the six months ended September 30, 2025, net cash used in operating activities was $8.9 million, a decrease of $2.3 million compared to $11.2 million for the same period the prior year. This decrease primarily reflects a combination of lower net losses and changes in working capital during the current period.
Previous wording
The cash outflow in the three months ended June 30, 2025 was primarily driven by a net loss of $4.0 million, partially offset by net cash inflow of $0.3 million resulting from changes in operating assets and liabilities, including increased payables and lower receivables and by non-cash adjustments totaling $0.8 million.
Current wording
The cash outflow in the six months ended September 30, 2025 was primarily driven by a net loss of $6.1 million, net cash outflow of $1.8 million resulting from changes in operating assets and liabilities, including decreased payables and higher receivables and non-cash adjustments totaling $1.0 million.
Previous wording
Cash generated from investing activities was $0.2 million for the three months ended June 30, 2025, consisted of $0.27 million of capital expenditure for new office facilities and investments in mutual funds (held for sale) of $0.07 million.
Current wording
Cash used in investing activities was $0.38 million for the six months ended September 30, 2025, consisted of $0.35 million of capital expenditure related to new office facilities, capitalization of intangible assets and investments in mutual funds (held for sale) of $0.03 million.
Previous wording
We have generated negative cash flows from operations since our inception and have supplemented working capital through net proceeds from the issuance of Ordinary Shares as well as the issuance of debt. Cash provided by financing activities was $1.4 million for the three months ended June 30, 2025, which consisted primarily of $1.4 million from the issuance of Ordinary Shares.
Current wording
We have generated negative cash flows from operations since our inception and have supplemented working capital through net proceeds from the issuance of Ordinary Shares as well as the issuance of debt.
Previous wording
As a condition precedent to closing under the Note Purchase Agreement, Roadzen entered into a Security Agreement, pursuant to which each of the Loan Parties granted a first priority lien on substantially all of its assets to Mizuho, as administrative agent and collateral agent for the Purchasers.
Current wording
As a condition precedent to closing under the Note Purchase Agreement, Roadzen entered into a Security Agreement, pursuant to which each of the Loan Parties granted a first priority lien on substantially all of their assets to Mizuho, as administrative agent and collateral agent for the Purchasers.
Previous wording
The Note Purchase Agreement provides for customary events of default, if not cured or waived, would result in the acceleration of substantially all of the outstanding debt and interest owed under the Mizuho Notes (and any other debt containing a cross-default or cross-acceleration provision) and default interest of an additional two percent (2.0%) for so long as an event of default is continuing.
Current wording
The Note Purchase Agreement provides for customary events of default that, if not cured or waived, would result in the acceleration of substantially all of the outstanding debt and interest owed under the Mizuho Notes (and any other debt containing a cross-default or cross-acceleration provision) and default interest of an additional two percent (2.0%) for so long as an event of default is continuing.
Previous wording
The Mizuho Notes were originally scheduled to mature on June 30, 2024. On June 30, 2024, Mizuho granted to the Company a waiver of payment until July 31, 2024. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4 million in principal amount to a total of $11.5 million, and an extension of the maturity date to December 31, 2024. Terms of the notes were otherwise the same as the original notes issued in June 2023, including an interest rate of 15% per annum, and did not require any additional warrants. On December 31, 2024, and again on January 31, 2025 while Amendment No. 2 to the senior secured notes were being drafted, Mizuho granted to the Company a waiver of payment until January 31, 2025 and then February 28, 2025.
Current wording
The Mizuho Notes were originally scheduled to mature on June 30, 2024. On June 30, 2024, Mizuho granted to the Company a waiver of payment until July 31, 2024. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4 million in principal amount to a total of $11.5 million, and an extension of the maturity date to December 31, 2024. Terms of the notes were otherwise the same as the original notes issued in June 2023, including an interest rate of 15% per year, and did not require any additional warrants. On December 31, 2024, and again on January 31, 2025 while Amendment No. 2 to the senior secured notes were being drafted, Mizuho granted to the Company a waiver of payment until January 31, 2025 and then February 28, 2025.
Previous wording
On February 28, 2025, the Company entered into Amendment No. 2 to the Note Purchase Agreement (the “Second Amendment”), by and among the Company, Roadzen, Inc., a wholly-owned subsidiary of the Company (the “Issuer”), the subsidiary guarantors party thereto (the “Guarantors”) and Mizuho, as administrative agent and collateral agent (in such capacity, the “Agent”) and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Note Purchase Agreement, dated as of June 30, 2023 (as previously amended), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the Amendment provides for (i) an extension of the maturity date of the $11.5 million in principal amount of senior secured notes issued under the Note Purchase Agreement (the “Notes”) from December 31, 2024 to December 31, 2025 and (ii) the joinder of the Company as an additional Guarantor under the Note Purchase Agreement. In addition, the Company agreed to file, by March 30, 2025, a registration statement registering the resale of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), issuable upon exercise of the Warrant (as defined below) and to use its reasonable best efforts to have such registration statement effective as soon as practicable after filing.
Current wording
On February 28, 2025, the Company entered into Amendment No. 2 to the Note Purchase Agreement (the “Second Amendment”), by and among the Company, Roadzen, Inc., a wholly-owned subsidiary of the Company (the “Issuer”), the subsidiary guarantors party thereto (the “Guarantors”) and Mizuho, as administrative agent and collateral agent (in such capacity, the “Agent”) and as a purchaser thereunder (in such capacity, the “Purchaser”), which amended the Note Purchase Agreement, dated as of June 30, 2023 (as previously amended), by and among the Issuer, the Guarantors, the Agent and the Purchaser. Among other things, the Amendment provides for (i) an extension of the maturity date of the $11.5 million in principal amount of senior secured notes issued under the Note Purchase Agreement (the “Notes”) from December 31, 2024 to December 31, 2025 and (ii) the joinder of the Company as an additional Guarantor under the Note Purchase Agreement. In addition, the Company agreed to file, by March 30, 2025, a registration statement registering the resale of the Company’s Ordinary Shares, issuable upon exercise of the Warrant (as defined below) and to use its reasonable best efforts to have such registration statement effective as soon as practicable after filing.
Previous wording
On December 15, 2023, the Company issued a Securities Purchase Agreement (the “December 2023 Convertible SPA”), among the Company and the investors party thereto from time to time. Pursuant to the terms of the December 2023 Convertible SPA, the Company may issue and sell an aggregate of up to $50 million in principal amount of convertible debentures (the “December 2023 Convertible Debentures”), on a private placement basis (collectively, the “December 2023 Private Placement”). The Company held an initial closing of the December 2023 Private Placement, at which it received $400,000 in proceeds on December 15, 2023. On January 19, 2024, the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $500,000 to Supurna VedBrat (the “VedBrat Debenture”), a director of the Company, for a purchase price equal to the principal amount of the VedBrat Debenture. Also on January 19, 2024, Ms. VedBrat became a party to the December 2023 Convertible SPA and entered into a letter agreement with the Company (the “Letter Agreement”) with respect to her investment in the Company pursuant to the VedBrat Debenture. On February 7, 2024 the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $200,000 and may sell additional Debentures at additional closings from time to time.
Current wording
On December 15, 2023, the Company issued a securities purchase agreement (the “December 2023 Convertible SPA”), among the Company and the investors party thereto from time to time. Pursuant to the terms of the December 2023 Convertible SPA, the Company may issue and sell an aggregate of up to $50 million in principal amount of convertible debentures (the “December 2023 Convertible Debentures”), on a private placement basis (collectively, the “December 2023 Private Placement”). The Company held an initial closing of the December 2023 Private Placement, at which it received $400,000 in proceeds on December 15, 2023. On January 19, 2024, the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $500,000 to Ms. Supurna VedBrat (the “VedBrat Debenture”), a director of the Company, for a purchase price equal to the principal amount of the VedBrat Debenture. Also on January 19, 2024, Ms. VedBrat became a party to the December 2023 Convertible SPA and entered into a letter agreement with the Company (the “Letter Agreement”) with respect to her investment in the Company pursuant to the VedBrat Debenture. On February 7, 2024 the Company issued an additional convertible debenture under the December 2023 Convertible SPA in the principal amount of $200,000 and may sell additional Debentures at additional closings from time to time.
Previous wording
The December 2023 Convertible Debentures bear interest, in arrears, at a rate of 13% per annum, payable semi-annually commencing on June 15, 2024, and matures on December 15, 2025. Interest is payable in kind, subject to the right of the Company to make any interest payments in cash. The Debentures are convertible into the Company’s Ordinary Shares, at the election of the holder at any time at an initial conversion price of $10.00 per Ordinary Share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. In addition, if the average volume weighted average price of the Ordinary Shares for the 30 trading days immediately preceding December 15, 2024 (the “Average VWAP”) is less than the Conversion Price then in effect, the Conversion Price will be adjusted to an amount equal to such Average VWAP, subject to a floor of 85% of the Conversion Price then in effect. In addition, as the Average VWAP was less than the Conversion Price then in effect, the Conversion Price was adjusted to $8.50, an amount equal to 159,995 Ordinary Shares, as of December 15, 2024. The Company has the right to require the Debentures to be converted into Ordinary Shares if the closing price of the Ordinary Shares exceeds 130% of the then-applicable Conversion Price for any 20 trading days within a consecutive 30 trading day-period.
Current wording
The December 2023 Convertible Debentures bear interest, in arrears, at a rate of 13% per annum, payable semi-annually commencing on June 15, 2024, and matures on December 15, 2025. Interest is payable in kind, subject to the right of the Company to make any interest payments in cash. The Debentures are convertible into the Company’s Ordinary Shares, at the election of the holder at any time at an initial conversion price of $10.00 per Ordinary Share (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. In addition, if the average volume weighted average price of the Ordinary Shares for the 30 trading days immediately preceding December 15, 2024 (the “Average VWAP”) is less than the Conversion Price then in effect, the Conversion Price will be adjusted to an amount equal to such Average VWAP, subject to a floor of 85% of the Conversion Price then in effect. As a result, as the Average VWAP was less than the Conversion Price then in effect, the Conversion Price was adjusted to $8.50, an amount equal to 159,995 Ordinary Shares, as of December 15, 2024. The Company has the right to require the Debentures to be converted into Ordinary Shares if the closing price of the Ordinary Shares exceeds 130% of the then-applicable Conversion Price for any 20 trading days within a consecutive 30 trading day-period.
Previous wording
Pursuant to the terms of the March 2024 SPA, the Company may issue and sell up to an additional $2.0 million in aggregate principal amount of the 2024 SPA Notes to one or more other purchasers. The March 2024 SPA contains covenants by the Company, including requirements to cause each of its subsidiaries (other than certain excluded subsidiaries) to guaranty the Company’s obligations under the 2024 SPA Notes and to take certain actions required to grant the 2024 Purchasers perfected security interests in the assets of the Company and its subsidiaries (subject to the existing liens of Mizuho). Pursuant to the terms of the March 2024 SPA, the Company and the 2024 Purchasers will enter into the Buyer Security Documents as defined in the March 2024 SPA.
Current wording
Pursuant to the terms of the March 2024 SPA, the Company may issue and sell up to an additional $2.0 million in aggregate principal amount of the 2024 SPA Notes to one or more other purchasers. The March 2024 SPA contains covenants by the Company, including requirements to cause each of its subsidiaries (other than certain excluded subsidiaries) to guaranty the Company’s obligations under the 2024 SPA Notes and to take certain actions required to grant the 2024 Purchasers perfected security interests in the assets of the Company and its subsidiaries (subject to the existing liens of Mizuho). Pursuant to the terms of the March 2024 SPA, the Company and the 2024 Purchasers entered into Buyer Security Documents as defined in the March 2024 SPA.
Previous wording
The 2024 SPA Notes bear interest at a rate of 17.5% per annum and mature on the six-month anniversary of funding of the respective note (the “Initial Rate Adjustment Date”). Interest is payable in cash or in kind, at the option of the Company, on each three month anniversary of funding through the Initial Rate Adjustment Date (after which date all interest is payable in cash unless the parties agree to payment in kind). The Company’s failure to repay all principal and accrued interest by the Initial Rate Adjustment Date would not constitute an event of default under the applicable 2024 SPA Note, however, the interest rate payable under such 2024 SPA Note would increase on such date to 19.5% per annum going forward, and thereafter would increase by an additional 200 basis points on each monthly anniversary of the Initial Rate Adjustment Date until each of the respective 2024 SPA Notes is paid in full, subject to a maximum interest rate of 29.5% per annum. Following the Initial Rate Adjustment Date, all unpaid principal and accrued interest would be payable within five business days of the holder’s written demand. If any interest under the 2024 SPA Notes is paid in kind, such payment would be made through the issuance of that number of the Company’s ordinary shares, $0.0001 par value per share (“Ordinary Shares”), calculated by dividing the amount payable by the lowest of (i) $8.00, (ii) the volume-weighted average price (“VWAP”) of the Ordinary Shares over the 60 trading days ending three trading days prior to the interest payment date, (iii) the opening price per share of the Ordinary Shares in any public offering of Ordinary Shares after the issuance of the respective 2024 SPA Notes, and (iv) the price per Ordinary Share after market close on the first day of trading following any such public offering of Ordinary Shares.
Current wording
The 2024 SPA Notes bear interest at a rate of 17.5% per annum and mature on the six-month anniversary of funding of the respective note (the “Initial Rate Adjustment Date”). Interest is payable in cash or in kind, at the option of the Company, on each three-month anniversary of funding through the Initial Rate Adjustment Date (after which date all interest is payable in cash unless the parties agree to payment in kind). The Company’s failure to repay all principal and accrued interest by the Initial Rate Adjustment Date would not constitute an event of default under the applicable 2024 SPA Note, however, the interest rate payable under such 2024 SPA Note would increase on such date to 19.5% per year going forward, and thereafter would increase by an additional 200 basis points on each monthly anniversary of the Initial Rate Adjustment Date until each of the respective 2024 SPA Notes is paid in full, subject to a maximum interest rate of 29.5% per year. Following the Initial Rate Adjustment Date, all unpaid principal and accrued interest would be payable within five business days of the holder’s written demand. If any interest under the 2024 SPA Notes is paid in kind, such payment would be made through the issuance of that number of the Company’s Ordinary Shares, calculated by dividing the amount payable by the lowest of (i) $8.00, (ii) the volume-weighted average price (“VWAP”) of the Ordinary Shares over the 60 trading days ending three trading days prior to the interest payment date, (iii) the opening price per share of the Ordinary Shares in any public offering of Ordinary Shares after the issuance of the respective 2024 SPA Notes, and (iv) the price per Ordinary Share after market close on the first day of trading following any such public offering of Ordinary Shares.
Previous wording
One of our material subsidiaries issued Secured, Non-Convertible Debentures with NP1 Capital Trust with an aggregate principal amount of $3.7 million during the fiscal year ended March 31, 2023 with varying maturity dates between January 2024 and July 2024 and interest rates ranging from 19.25% to 20.00% per annum. The principal outstanding as of June 30, 2025 is $1.7 million. On September 30, 2024 the Company entered into an amendment agreement restructuring the principal repayments and extending the maturity date to March 31, 2025. The Company has not honored the repayment of the above debentures as on the amended date but has obtained an extension from the lender up to November 30, 2025. However, there is no new agreement in place.
Current wording
One of our material subsidiaries issued Secured, Non-Convertible Debentures with NP1 Capital Trust with an aggregate principal amount of $3.7 million during the fiscal year ended March 31, 2023 with varying maturity dates between January 2024 and July 2024 and interest rates ranging from 19.25% to 20.00% per year. The principal outstanding as of September 30, 2025 is $1.7 million. On September 30, 2024 the Company entered into an amendment agreement restructuring the principal repayments and extending the maturity date to March 31, 2025. The Company did not honor the repayment of the above debentures as of the amended date, and has obtained an extension from the lender up to November 30, 2025. In October 2025, the Company entered into negotiations with the lender to settle all principal and accrued interest, including late payment charges, partly in cash and partly in equity of the Company’s Indian subsidiary.
Previous wording
The Junior Notes were sold for a gross purchase price of $2,000,000 before fees and other expenses. The Junior Notes will mature one year from the date of issuance and will bear interest at a rate of 16% per annum (increasing to 18% per annum upon the occurrence and during the continuation of an event of default). 25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The Junior Notes will have an initial conversion price of $2.00 (the “Conversion Price”) and will be convertible at any time, in whole or in part and subject to certain beneficial ownership limitations, at the election of the holders. The Conversion Price is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Company may redeem all or any portion of outstanding Junior Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the Junior Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest that would accrue on such principal amount through the maturity date (the “Make Whole Amount”).
Current wording
The Junior Notes were sold for a gross purchase price of $2,000,000 before fees and other expenses. The Junior Notes will mature one year from the date of issuance and bear interest at a rate of 16% per year (increasing to 18% upon the occurrence and during the continuation of an event of default). 25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The Junior Notes had an initial conversion price of $2.00, which was subsequently reduced to $1.40 (the “Conversion Price”) and will be convertible at any time, in whole or in part and subject to certain beneficial ownership limitations, at the election of the holders. The Conversion Price is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Company may redeem all or any portion of outstanding Junior Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the Junior Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest that would accrue on such principal amount through the maturity date (the “Make Whole Amount”).
Previous wording
On July 24, 2025, the Company entered into separate securities purchase agreements (the “PIPE Purchase Agreements”) with certain institutional investors (the “PIPE Investors”) pursuant to which the Company agreed to issue and sell to the PIPE Investors, and the PIPE Investors agreed to purchase from the Company, an aggregate of 1,803,134 of the Company’s Ordinary Shares, for a purchase price of $1.25 per share, or approximately $2,253,917 in the aggregate. Avacara PTE Ltd. (“Avacara”), a significant shareholder of the Company, purchased 104,000 Ordinary Shares for a purchase price of $130,000. The Company’s Chief Executive Officer and director, Rohan Malhotra, is the principal owner and Managing Partner of Avacara. The Company also entered into a registration rights agreement with the PIPE Investors, pursuant to which the Company agreed, among other things, to use its reasonable best efforts to file, on or before October 27, 2025, a registration statement covering the resale of all of the Ordinary Shares sold pursuant to the PIPE Purchase Agreements. Also on July 24, 2025, the Company entered into a registration rights agreement with the PIPE Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to use its reasonable best efforts to file, on or before October 27, 2025, a registration statement covering the resale of all of the Ordinary Shares sold pursuant to the PIPE Purchase Agreements.
Current wording
On October 8, 2025, the Company entered into a securities purchase agreements (the “PIPE Purchase Agreement”) with an institutional investor (the “PIPE Investor”) pursuant to which the Company agreed to issue and sell to the PIPE Investor, and the PIPE Investor agreed to purchase from the Company, an aggregate of 1,200,000 of the Company’s Ordinary Shares, for a purchase price of $1.25 per share, or $1,500,000 in the aggregate. Also on October 8, 2025, the Company entered into a registration rights agreement with the PIPE Investor, pursuant to which the Company agreed, among other things, to use its reasonable best efforts to file, on or before December 31, 2025, a registration statement covering the resale of all of the Ordinary Shares sold pursuant to the PIPE Purchase Agreement.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Research and development expenses decreased by $1.3 million, or 90%, for the three months ended September 30, 2025, compared to the same period in the prior year. The reduction was primarily attributable to a $1.2 million decline in non-cash compensation expense associated with RSU grants, and a $0.1 million increase in capitalization relative to the prior period.
Current report — wording carried from elsewhere
Interest expense increased $0.7 million or 51% increase for the six months ended September 30, 2025 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.
Current report — wording carried from elsewhere
The following table reconciles our net loss reported in accordance with GAAP to Adjusted EBITDA for the six months ended September 30, 2025 and September 30, 2024: