Roadzen Inc.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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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.
Dec 31, 2025 · Filed Feb 12, 2026
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 2025-09-30; filed 2025-11-14.
0001493152-25-022583
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-12.
0001493152-26-006450
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 182 previous paragraphs and 183 current paragraphs.
134 unchanged; 37 reworded; 8 added; 7 removed; 4 previous and 4 current paragraphs rearranged.
Tables are not compared: 35 previous and 37 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 (8)
Current report
Comparison of the Nine Months Ended December 31, 2025 and December 31, 2024
Current report
Research and development expenses increased by $0.04 million, or 18%, for the three months ended December 31, 2025, compared to the same period in the prior year.
Current report
Other income (expense), net, increased by $1.2 million, or 2126%, for the three months ended December 31, 2025, compared to the same period in the prior year. The increase was primarily driven by a higher write-back of certain liabilities.
Current report
On December 4, 2025 the Company paid the full principal and all accrued interest for the March 2024 Note sold to Krishnan-Shah Family Partners, LP in full. One March 2024 Note sold to Ms. VedBrat was partially paid during the quarter, and subsequently to the reporting date that note was paid off in full.
Current report
Pursuant to the terms of the November Notes, the Company will agree not to effect the conversion of any portion of the November Notes, and the holders of the November Notes (the “November Holders”) will not have the right to convert any portion of the November Notes, to the extent that after giving effect to such conversion, each November Holder together with the other Attribution Parties (as defined in the November Notes) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. Upon delivery of a written notice to the Company, the November Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease shall apply only to the November Holder and the other Attribution Parties and not to any other holder of November Notes that is not an Attribution Party of the November Holder.
Current report
Pursuant to the terms of the January Notes, the Company has agreed not to effect the conversion of any portion of the January Notes, and the holders of the January Notes (the “January Holders”) will not have the right to convert any portion of the January Notes, to the extent that after giving effect to such conversion, each January Holder together with the other Attribution Parties (as defined in the January Notes) collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such conversion. Upon delivery of a written notice to the Company, the January Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease shall apply only to the January Holder and the other Attribution Parties and not to any other holder of January Notes that is not an Attribution Party of the January Holder.
Current report
The January SPA contains customary representations, warranties and covenants made by the Company. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the offering of the January Notes, among other things. The January Notes include covenants that limit the Company’s ability to incur additional indebtedness or certain equity or equity-linked securities while the January Notes are outstanding.
Current report
On January 20, 2026, the Company and the Investor entered into an Amendment to Securities Purchase Agreement and Junior Convertible Note (the “Amendment”), which amended certain of the terms of the November Notes. Among other things, the Amendment adds to the November Notes certain cross-default provisions with respect to the January Notes and certain covenants contained in the January Notes.
Removed paragraphs (7)
Previous report
Lock-up Agreements
Previous 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.
Previous report
** Comparison of the Six Months Ended September 30, 2025 and September 30, 2024**
Previous report
Subject to the provisions of the Junior Notes, if, at any time while the Junior Notes are outstanding, the Company carries out one or more Subsequent Placements (as defined in the Junior Notes), the holders will have the right to require the Company to first use up to 25% of the net proceeds of such Subsequent Placement to redeem all or a portion of the Junior Notes in cash at the Redemption Price (as defined in the Junior Notes) applicable to the principal amount subject to the Holder Optional Redemption (as defined in the Junior Notes) plus any other amounts, if any, then owing to the holder of the Junior Notes.
Previous 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.
Previous report
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.
Previous 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.
Reworded paragraphs (37)
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 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.
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 nine months ended December 31, 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
Roadzen’s IaaS Platform accounted for approximately 57% and 53% of revenues for the three and six months ended September 30, 2025.
Current wording
Roadzen’s IaaS Platform accounted for approximately 56% and 54% of revenues for the three and nine months ended December 31, 2025.
Previous wording
Roadzen’s brokerage solutions accounted for approximately 43% and 47% of revenues for the three and six months ended September 30, 2025.
Current wording
Roadzen’s brokerage solutions accounted for approximately 44% and 46% of revenues for the three and nine months ended December 31, 2025.
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 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.
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 December 31, 2025, we had 61 insurance customer agreements (including carriers, self-insureds and other entities processing insurance claims), 87 automotive customer agreements, and approximately 4,100 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 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.
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 44% of revenue from its Brokerage Solutions and 56% from its IaaS Platform for the three months ended December 31, 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.S. is licensed as an auto club in California, which exposes Roadzen to a distinct set of risks due to the stringent regulatory landscape enforced by the California Department of Insurance (“CDI”). Compliance with these regulations is paramount, as they govern a wide spectrum of our activities, including membership services, claims management, and financial integrity.
Current wording
National Automobile Club, our subsidiary in the U.S. is licensed as an auto club in California, which exposes Roadzen to a distinct set of risks due to the stringent regulatory landscape enforced by the California Department of Insurance. EliteCover, our other majority-owned subsidiary in the U.S. is licensed as a commercial auto insurance broker and managing general underwriter (MGU) operating across multiple U.S. states including California, Texas, Illinois, and New Jersey, as well as in the U.K. through Lloyd’s of London. Compliance with regulations is paramount, as they govern a wide spectrum of our activities, including membership services, claims management, and financial integrity.
Previous wording
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 wording
Revenue increased by $2.3 million, representing a 19% increase for the three months ending December 31, 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 and addition of new clients in India.
Previous wording
Commission and Commission and Distribution Income decreased by $0.06 million, or 1%, compared to the same period in the previous year.
Current wording
Commission and Commission and Distribution Income decreased by $0.9 million, or 12%, compared to the same period in the previous year.
Previous wording
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 wording
Revenue from the Insurance as a Service (IaaS) platform increased by $3.2 million, or 65%, for the three months ending December 31, 2025 primarily due to the consolidation of our VIE in China, which contributed $2.1 million, and expansion in existing business in India.
Previous 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.
Current wording
As of December 31, 2025, the Company maintained 61 insurance customer agreements and 87 automotive customer agreements, as well as approximately 4,100 agents and fleet customer agreements.
Previous 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.
Current wording
Revenue increased by $6.0 million, or 18%, for the nine months ending December 31, 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 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.
Current wording
Commission and Distribution Income increased by $1.7 million, or 10%, 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
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.
Current wording
Revenue from the Insurance as a Service (IaaS) platform increased by $4.3 million, or 26%, for the nine months ending December 31, 2025 primarily due to the consolidation of our VIE in China and addition of new client in India.
Previous wording
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 wording
Cost of services increased by $0.9 million, or 22%, for the three months ending December 31, 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.
Previous wording
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 wording
Cost of services increased by $0.8 million, or 5%, for the nine months ending December 31, 2025 compared to the same period the prior year, as cost of service directly correlates to revenue, the increase is primarily driven by the increase in revenue.
Previous 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.
Current wording
Research and development expenses decreased by $3.0 million, or 85%, for the nine months ended December 31, 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 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 wording
Sales and marketing expense decreased by $0.3 million, or 4%, for the three months ended December 31, 2025 compared to the same period the prior year. This reduction primarily reflects the company’s ongoing cost optimization initiatives.
Previous 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.
Current wording
Sales and marketing expense decreased by $1.7 million, or 8%, for the nine months ended December 31, 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 $1.9 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 $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 wording
General and administrative expenses declined by $39 million, or 80%, for the nine months ended December 31, 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 $1.3 and $0.2 million associated to the consolidation of the VIE in China and EliteCover respectively. The remaining variance attributable to the routine operating activities.
Previous wording
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 wording
Depreciation and amortization increased by $0.01 million, or 4%, for the three months ended December 31, 2025, compared to the same period the prior year.
Previous 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.
Current wording
Depreciation and amortization increased by $0.2 million, or 22%, for the nine months ended December 31, 2025, compared to the same period the prior year.
Previous 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.
Current wording
Interest expense increased $2.1 million, or 194%, for the three months ended December 31, 2025 compared to the same period the prior year primarily due to an increase in borrowings from banks and other parties.
Previous wording
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 wording
Interest expense increased $2.8 million, or 112%, for the nine months ended December 31, 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 $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
Current wording
Loss on fair valuation changes increased by $6.9 million, or 400%, for the three months ended December 31, 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 and EliteCover. 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
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 wording
Loss on fair valuation changes decreased by $11.9 million, or 72%, for the nine months ended December 31, 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 and EliteCover. 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.
Previous wording
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 wording
Other income (expense), net, decreased by $0.7 million, or 22%, for the nine months ended December 31, 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 $2.4 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.
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 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.
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 December 31, 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 $240.2 million as of December 31, 2025 up from $224.3 million from the previous year. These accumulated deficits stem from substantial operating losses, resulting from fair valuation of derivative instruments including RSUs, the impairment of investment and intangible assets, and transaction costs related to the Business Combination. These losses are 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
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.
Current wording
For the nine months ended December 31, 2025, net cash used in operating activities was $16.4 million, an increase of $2.0 million compared to $14.4 million for the same period the prior year. This increase primarily reflects a combination of lower net losses and changes in working capital during the current period.
Previous 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.
Current wording
The cash outflow in the nine months ended December 31, 2025 was primarily driven by a net loss of $15.2 million, net cash outflow of $6.1 million resulting from changes in operating assets and liabilities, including decreased payables and higher receivables and non-cash adjustments totaling $4.9 million.
Previous 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.
Current wording
Cash used in investing activities of $0.7 million for the nine months ended December 31, 2025, consisted of $0.8 million of capital expenditure related to capitalization of tangible and intangible assets and $0.1 million received from the investments in mutual funds (held for sale).
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.
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 debt.
Previous wording
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 wording
Cash provided by financing activities of $15.9 million for the nine months ended December 31, 2025, consisted primarily of $6.5 million from the issuance of Ordinary Shares by the Company and $6.5 million from issuance of equity shares of subsidiary company and $2.9 million from proceeds of borrowings.
Previous wording
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 wording
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. On January 10, 2026, and again on February 9, 2026 while Amendment No. 4 to the senior secured notes was being drafted, Mizuho granted to the Company a waiver of payment until January 31, 2026 and then February 28, 2026.
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 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.
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. During the quarter, the Company repaid an aggregate amount of $1,017,560 towards the outstanding secured debentures. As of the reporting date, the outstanding balance was $618,118.
Previous wording
On March 31, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with aninstitutional investor (the “2025 Investor”) under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes (each, a “Junior Note” and collectively, the “Junior Notes”) for up to an aggregate principal amount of $2,300,000 that may be convertible into the Company’s Ordinary Shares. On April 1, 2025, the Company completed the sale and issued the Junior Notes to the 2025 Investor.
Current wording
On November 20, 2025, the Company entered into a securities purchase agreement (the “November SPA”) with an institutional investor (the “Investor”) under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes for up to an aggregate principal amount of $5,555,555 (each, a “November Note” and collectively, the “November Notes”) that may be convertible into the Company’s Ordinary Shares. On November 20, 2025, the Company completed the sale and issued the November Notes to the Investor.
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 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”).
Current wording
The November Notes were sold for a gross purchase price of $5,000,000 before fees and other expenses. The November Notes will mature eighteen months from the date of issuance and will bear interest at a rate of 14% per year (increasing to 18% upon the occurrence and during the continuation of an event of default). $925,000 of the principal amount of the November Notes (less any portion thereof previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The November Notes will have an initial conversion price of $2.25 (the “November 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 November 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 November Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the November 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 “November Make Whole Amount”).
Previous wording
Upon the occurrence of an Event of Default (as defined in the Junior Notes), the holders may (i) either require the Company to redeem all or any portion of the Junior Notes, (ii) or, in the case of a failure to make a required quarterly payment under the Junior Notes, convert all or any portion of the Junior Notes at a price equal to the Event of Default Conversion Price (as defined in the Junior Notes). The Company also agrees not to enter into or be party to a Fundamental Transaction (as defined in the Junior Notes) unless (i) the Successor Entity (as defined in the Junior Notes) (if other than the Company) assumes in writing all of the obligations of the Company under the Junior Notes and the other Transaction Documents in accordance with the provisions of the Junior Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation of the Fundamental Transaction, the Company redeems the Junior Notes in full by paying to the holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest (including Default Interest, as applicable) and Make-Whole Amount.
Current wording
Upon the occurrence of an Event of Default (as defined in the November Notes), the November Holders will have the right to (i) either require the Company to redeem all or any portion of the November Notes, (ii) or, in the case of a failure to make a required quarterly payment under the November Notes, convert all or any portion of the November Notes at a price equal to the Event of Default Conversion Price (as defined in the November Notes). The Company will also agree not to enter into or be party to a Fundamental Transaction (as defined in the November Notes) unless (i) the Successor Entity (as defined in the November Notes) (if other than the Company) assumes in writing all of the obligations of the Company under the November Notes and the other Transaction Documents in accordance with the provisions of the November Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation of the Fundamental Transaction, the Company redeems the November Notes in full by paying to the holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest (including Default Interest, as applicable) and November Make-Whole Amount.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
General and administrative expenses increased by $0.8 million, or 22%, for the three months ended December 31, 2025, compared to the same period in the prior year. This increase was primarily driven by the consolidation of our VIE in China and EliteCover.
Current report — wording carried from elsewhere
On January 19, 2026, the Company entered into a securities purchase agreement (the “January SPA”) with the Investor under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes for up to an aggregate principal amount of $5,555,555 (each, a “January Note” and collectively the “January Notes”) that may be convertible into the Company’s Ordinary Shares. The closing of the issuance and sale of the January Notes occurred on January 20, 2026.
Current report — wording carried from elsewhere
The January Notes were sold for a gross purchase price of $5,000,000 before fees and other expenses. The January Notes will mature on June 20, 2027 and will bear interest at a rate of 14% per annum (increasing to 18% per annum upon the occurrence and during the continuation of an event of default). $925,000 of the principal amount of the January Notes (less any portion thereof previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance. The January Notes will have an initial conversion price of $3.50 (the “January Note 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 January Note Conversion Price is subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event, as well as upon certain equity financings at a price below the January Note Conversion Price then in effect. The Company may redeem all or any portion of outstanding January Notes at any time upon at least 20 trading days’ written notice by paying an amount equal to the principal amount of the January 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 “January Make Whole Amount”), subject to certain conditions, including that the volume weighted average price of the Ordinary Shares is less than the January Note Conversion Price then in effect.
Current report — wording carried from elsewhere
Upon the occurrence of an Event of Default (as defined in the January Notes), the January Holders will have the right to (i) either require the Company to redeem all or any portion of the January Notes, (ii) or, in the case of a failure to make a required quarterly payment under the January Notes, convert all or any portion of the January Notes at a price equal to the Event of Default Conversion Price (as defined in the January Notes). The Company will also agree not to enter into or be party to a Fundamental Transaction (as defined in the January Notes) unless (i) the Successor Entity (as defined in the January Notes) (if other than the Company) assumes in writing all of the obligations of the Company under the January Notes and the other Transaction Documents in accordance with the provisions of the January Notes prior to such Fundamental Transaction, or (ii) at or prior to the consummation of the Fundamental Transaction, the Company redeems the January Notes in full by paying to the holder an amount in cash representing all outstanding Principal, accrued and unpaid Interest (including Default Interest, as applicable) and January Make-Whole Amount.
Rearranged previous paragraphs (4)
Previous report — wording carried 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.
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
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.