Form 8-K/A
8-K/A — Zedge, Inc.
Accession: 0001213900-26-104861
Filed: 2026-09-30
Period: 2026-09-08
CIK: 0001667313
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K/A — ea0306984-8ka1_zedge.htm (Primary)
EX-99.1 — PRESS RELEASE DATED SEPTEMBER 30, 2026 (ea030698401ex99-1.htm)
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8-K/A — AMENDMENT NO. 1 TO FORM 8-K
8-K/A (Primary)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 8, 2026
Zedge, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-37782
26-3199071
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
1178 Broadway, Ste. 1450 (3rd Floor)
New York, NY 10001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (330) 577-3424
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name
of each exchange on which registered
Class B common stock, par value $0.01 per share
ZDGE
NYSE American
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
This
Amendment No.1 to Current Report on Form 8-K/A amends and updates the Form 8-K filed by Zedge, Inc. (the “Company”) on September
10, 2026 (the “Initial Report”). As previously disclosed in the Initial Report, the Company entered into a Securities Purchase
Agreement on September 8 and 10, 2026 (the “Purchase Agreement”) with Howard Jonas, the Company’s Vice Chairman, Elliot
Gibber, a member of the Company’s Board of Directors, and another Company stockholder.
Effective September 23, 2026, with the consent of the Company, Mr.
Jonas assigned all of his rights and obligations as a purchaser under the Purchase Agreement to Chartwell Holding LLC (“Chartwell”),
and Chartwell assumed Mr. Jonas’s obligation to pay $6,500,000 and his right to receive 2,218,430 shares of the Company’s
Class B common stock, par value $0.01 per share (the “Class B Common Stock”), and warrants to purchase 1,996,587 shares (and
not 1,996,857 shares as set forth in the Initial Report) of Class B Common Stock. Mr. Jonas and his wife are the sole beneficiaries of
Chartwell, and Mr. Jonas is deemed to beneficially own the securities held by Chartwell.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
On September 25, 2026, the Company completed the private placement
contemplated by the Purchase Agreement. At the closings thereunder, the Company issued an aggregate of 2,616,447 shares of Class B Common
Stock and warrants to purchase an aggregate of 2,354,803 shares of Class B Common Stock (the “Warrants”) for aggregate gross
proceeds of $7,675,000.
The Warrants issued to Chartwell and Mr. Gibber have an exercise price
of $3.22 per share, and the Warrants issued to the remaining purchaser have an exercise price of $3.28 per share, in each case subject
to adjustment as set forth in the Warrants. The Warrants become exercisable on the later of: (i) the date of receipt of the requisite
stockholder approval under NYSE American rules for issuance of the Warrants and the shares of Class B Common Stock issuable upon exercise
of the Warrants; and (ii) March 11, 2027 (for Mr. Gibber) or March 25, 2027 (for Chartwell and the remaining purchaser).
The shares of Class B Common Stock and Warrants were issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation
D promulgated thereunder. No placement agent or underwriting commissions were paid in connection with the private placement.
The foregoing summaries are qualified in their entirety by reference
to the Purchase Agreement and form of Warrant, filed as Exhibits 10.1 and 4.1 to the Initial Report, respectively, and incorporated herein
by reference.
Item 7.01. Regulation FD Disclosure.
On September 30, 2026, the Company
issued a press release announcing the completion of the private placement. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 is furnished and
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
4.1
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 10, 2026).
99.1
Press release dated September 30, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ZEDGE, INC.
Date: September 30, 2026
By:
/s/ Jonathan Reich
Name:
Jonathan Reich
Title:
Chief Executive Officer
3
Exhibits.
Exhibit No.
Description
4.1
Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 10, 2026).
99.1
Press release dated September 30, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
4
EX-99.1 — PRESS RELEASE DATED SEPTEMBER 30, 2026
EX-99.1
Filename: ea030698401ex99-1.htm · Sequence: 2
Exhibit 99.1
Zedge Completes $7.7 Million Private Placement
Led by Vice Chairman Howard Jonas
New York, NY – Sep. 30, 2026: Zedge,
Inc. (NYSE AMERICAN: ZDGE), $ZDGE, a company that builds and operates creator communities serving
20 million monthly active users, today announced the completion of its previously announced private placement, generating aggregate
gross proceeds of $7.675 million.
As previously announced, Zedge intends to use
the additional capital to accelerate the growth of DataSeeds.AI and broaden its capabilities while maintaining the Company’s financial
flexibility and continuing to support opportunities across its existing businesses. Zedge’s goal is to build DataSeeds into a core
business by expanding its team, capabilities and reach across the AI data value chain.
The Company issued an aggregate of 2,616,447 shares
of Class B common stock and warrants to purchase an aggregate of 2,354,803 shares of Class B common stock.
The investment was led by Vice Chairman Howard
Jonas through Chartwell Holding LLC, an entity of which Mr. Jonas and his wife are the sole beneficiaries. Chartwell invested $6.5 million
and received 2,218,430 shares of Class B common stock and warrants to purchase 1,996,587 shares. Board member Elliott Gibber and another
Company stockholder also participated in the private placement.
The warrants issued to Chartwell and Mr. Gibber
have an exercise price of $3.22 per share, while the warrants issued to the remaining purchaser have an exercise price of $3.28 per share.
The warrants become exercisable only following both receipt of the requisite stockholder approval under NYSE American rules and the applicable
six-month period following issuance.
No placement agent or underwriting commissions
were paid in connection with the private placement.
About Zedge
Zedge builds
and operates creator communities that serve 20 million monthly active users across its platforms. Zedge Marketplace, its flagship platform,
is a leading marketplace for mobile personalization content and a core profit and cash flow generator. DataSeeds.AI is Zedge’s B2B
AI data business, providing managed, multimodal data creation and related services for AI developers and enterprises. DataSeeds draws
on Zedge’s proprietary creator communities, including Zedge Marketplace contributors and the GuruShots photography community, as
well as broader crowdsourcing and a network of production partners to deliver rights-cleared data built to customer specifications.
For more
information, visit: investor.zedge.net
Follow us on X: @Zedge
Follow us on LinkedIn
Forward-Looking Statements
All statements above that are not purely about
historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,”
“plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current
judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements
due to numerous important factors. Our filings with the SEC provide detailed information on such statements and risks and should be consulted
along with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.
Contact:
Brian Siegel,
IRC, MBA
Senior Managing
Director
Hayden IR
(346) 396-8696
brian@haydenir.com
ir@zedge.net
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