Form 8-K

8-K — Zedge, Inc.

Accession: 0001213900-26-111195

Filed: 2026-10-21

Period: 2026-10-21

CIK: 0001667313

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0309271-8k_zedge.htm (Primary)

EX-99.1 — INVESTOR PRESENTATION (ea030927101ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 21, 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 ☐

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

7.01 Regulation FD Disclosure.

The

slide presentation (the “Presentation”) attached hereto as Exhibit 99.1 will be presented by Zedge, Inc. at an investor conference

to provide information to attendees, including current and prospective investors and will be posted to the investor relations page of

Zedge’s website.

The

Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated

by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with

the SEC or incorporated by reference into any other filing with the SEC. In addition, the Presentation contains statements intended as

“forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in

the Presentation.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Document

99.1

Investor Presentation

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

SIGNATURE

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.

By:

/s/ Jonathan

Reich

Name:

Jonathan Reich

Title:

President and Chief Operating Officer

Dated:

October 21, 2026

EXHIBIT

INDEX

Exhibit No.

Document

99.1

Investor Presentation

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

EX-99.1 — INVESTOR PRESENTATION

EX-99.1

Filename: ea030927101ex99-1.htm · Sequence: 2

Exhibit

99.1

October 2026 NYSE American: ZDGE Building the Next Generation of AI Data and Services Investor presentation

© 2026 Zedge, Inc. This presentation contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts are forward-looking statements and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Examples include statements about Zedge's future performance, projections of results of operations or financial condition, and statements regarding plans, objectives or goals, including strategies, initiatives, competition, acquisitions, dispositions and products. Words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "aim," "will," "should," "likely" and "continue" may identify forward-looking statements. Readers should not place undue reliance on them. Forward-looking statements are based on current expectations, estimates and assumptions. They involve inherent risks and uncertainties, many of which are unforeseeable and beyond Zedge's control. Actual results, performance or achievements may differ materially from anticipated results. These factors include those discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Zedge's periodic reports filed with the SEC. These factors are not exhaustive. Forward-looking statements speak only as of the date made, and Zedge undertakes no obligation to update them except as required by law. 02 Safe Harbor Statement

© 2026 Zedge, Inc. Zedge is scaling DataSeeds into a core B2B AI data business, supported by its existing consumer businesses that generate cash or provide content, communities and operating infrastructure. From Consumer Mobile to AI Data DataSeeds is now our primary growth initiative 03 ~1.3M (+41%) Active Subscriptions (Q3 FY26) $15.7M Pro-forma Enterprise Value* ~20M Monthly Active Users (Q3 FY26) $27.4M Pro-forma Cash** / $0 Debt ~20% Free Cashflow Yield*** * Stock price as of 10/16/26 ** Pro-forma cash = Q3 FY26 reported cash of $19.7M + $7.7M (capital raise) *** FCF Yield = TTM FCF of $3.1M (a/o Q3 FY26)/ Pro-forma EV of $15.7M (see FCF reconciliation in appendix) Existing businesses continue to be important and strategic, fueling and funding DataSeeds Approximately $7.7 million insider-led investment adds capital to accelerate the strategy without sacrificing Balance Sheet strength or existing businesses Zedge plans to invest in talent, technology, infrastructure and specialized datasets while maintaining financial discipline

© 2026 Zedge, Inc. As AI expands into more specialized and real-world applications, data requirements are becoming more complex, purpose-built and dependent on human expertise. Three demand drivers create a significant growth opportunity Global AI training dataset market by 2033* 22.6% CAGR Purpose built data Physical AI data Ego- / exo-centric video and sensor data created to specification Model evaluations Expert human evaluation 04 The AI data opportunity * Grand View Research $16.3B Nuanced quality requires professional human judgment when automated systems cannot resolve them 01 02 03

© 2026 Zedge, Inc. 05 DataSeeds provides purpose-built multimodal data and expert evaluation services Images, audio and video built to customer specifications Professional image review requiring nuanced human Ego- / exo-centric video with synchronized sensor data Current Offerings: Multimodal datasets Expert evaluations Physical AI Mask Annotated | Dynamic exclusion Metrics Overlay 3D depth annotation Lightbox | different contrast for objects Egocentric with Narration | Making Dinner Egocentric Training Data: Hand Pose, Depth and 3D Mesh from a Real Task Video | Object removal pairs Same photo different color lens Object removal / insertion

© 2026 Zedge, Inc. Cash generation, creator communities and operating capabilities support a differentiated AI data business DataSeeds.AI • Multimodal datasets • Model evaluations by experts 06 • Core profit and cash flow • Creator community and mobile app expertise Zedge Marketplace • Global photography community • Photography assets and expert judgment GuruShots Innovation • Develops and tests new products • KPI-gated optionality • Zedge and GuruShots assets • Partner datasets and expert creators Content + Creators Mobile + Trust • User acquisition and onboarding • Consent, provenance and QA • Synchronized video and sensor capture Existing businesses provide the financial foundation and operating assets to support DataSeeds' growth. Zedge's existing businesses provide DataSeeds with a competitive advantage

© 2026 Zedge, Inc. From customer specification to enterprise-ready data DataSeeds selects the production path that best fits the assignment 07 Customer brief • Content type • Geography • Environment • Technical specifications Sourcing • Off-the-shelf catalog • Mission-specific managed crowd collection • DataSeeds Production Cloud Prepare + Verify • Rights and consent • Metadata and provenance • Compliance validation • Automated + human QA Deliver • Rights-cleared multimodal datasets • Professional image evaluation results

© 2026 Zedge, Inc. Commercial validation is beginning Scaling capacity in response to customer demand 08 Operating capability in place First six-figure order Repeat customers Broader services What investors should expect DataSeeds has progressed from capability building to paid work and repeat demand Creator communities, production resources and workflow infrastructure deployed in customer work Completed Follow-on and often larger orders from enterprise AI customers Launched commercial model- evaluation services and are starting to scope video annotation as a further expansion Hiring marketing, sales, engineering, production and operations talent to drive revenue Project timing, scope and size will make DataSeeds revenue lumpy over upcoming quarters

© 2026 Zedge, Inc. 09 Howard Jonas materially increased his investment and is actively focused on driving DataSeeds' growth • Talent • Technology and infrastructure • Specialized datasets • Selective capability-enhancing acquisitions Quarterly dividend expected to continue and buyback was suspended Insider-led ~$7.7M investment completed $6.5M of the financing was associated with Howard Jonas participation. Board Member Elliot Gibber and another current Zedge stockholder participated $3.2B StraightPath sale to Verizon Capital and ownership aligned behind the strategy $2.0B IDT's Market cap Increased insider alignment Capital to accelerate Dataseeds Financial discipline

© 2026 Zedge, Inc. Zedge leadership team Operating experience across creator platforms, media, TMT and public-company finance 10 Morris Berger Chief Executive Officer Mr. Berger has served as our Chief Executive Officer since October 1, 2026. He previously served as Chief Executive Officer of Zeno Media, a global streaming audio and advertising technology company, for 15 years. Earlier in his career, Mr. Berger served as CEO of Zedge (2005-2009), CEO of IDT Entertainment (2001-2005) and CMO of Net2Phone (1999-2001). He currently serves on the Board of Directors of Zeno Media and Mission Media. Mr. Berger received a B.A. from Bar Ilan University of Israel. Jonathan Reich President and Chief Operating Officer Jonathan Reich has served as our President since Zedge's spin-off as an independent public company in June 2016 and as our Chief Operating Officer since October 1, 2026. He served as our Chief Executive Officer from August 5, 2020 to September 30, 2026. Mr. Reich also served as our Chief Operating Officer from 2011 to August 5, 2020 and as our Chief Financial Officer from March 2016 to August 5, 2020. From 2007 to 2014, Mr. Reich served as President of Fabrix Systems, Inc. and, from 1999 to 2007, he served in various positions at Net2Phone, Inc., culminating with him serving as Chief Executive Officer of Net2Phone Global Services. Mr. Reich has been a director at the non-profit organization, Hand-in-Hand, since 2005. Mr. Reich received a B.S. and M.S. in Operations Research from Columbia University's School of Engineering and Applied Science in 1989 and 1993, respectively. Yi Tsai Chief Financial Officer and Treasurer Yi has served as our CFO and Treasurer since August '20 and as Controller (between '16 and '20). Previously, he served as CFO of Peerless Systems Corporation (NASDAQ). He began his career in public accounting and has held positions with various financial institutions and multinational corporations. Yi is a CPA with a BS in Accounting from National Taipei University and an MBA in Finance from Case Western Reserve University's Weatherhead School of Management.

© 2026 Zedge, Inc. A new growth chapter for Zedge A proven platform. A specialized AI data opportunity. 11 01 Large and growing need AI data requirements are becoming more specialized and complex as models move into broader real- world applications. 02 Competitive advantage DataSeeds combines creator communities, content assets, mobile operations, compliance and QA. 03 Early commercial validation First six-figure order complete, repeat orders and first commercial model-evaluation engagement with Bria.AI. 04 Aligned capital + execution Howard Jonas-led financing and experienced leadership and board to accelerate DataSeeds investment. 05 Foundation + optionality Existing businesses provide the foundation and continue to operate and innovate. Zedge combines a cash-generating consumer foundation with an emerging AI data business that management believes is not fully reflected in the company's current valuation.

© 2026 Zedge, Inc. 03 Financial Metrics YTD Through Q3 FY26 Unless Noted $23.9M (+9%) Total Revenue $4.8M (+31%) Subscriber Revenue $6.2M (+26%) Deferred Revenue Q3 FY26 $(0.6M) (+69%) GAAP Net Income $2.6M (+10%) Free Cashflow $3.6M (+147%) Adjusted EBITDA ~3% Dividend Yield 10/16/2026 $27.4M (+26%) Cash ($0 debt) (Pro-forma Q3 FY26 + 7.7M)

(NYSE American: ZDGE) Jonathan Reich jonathan.reich@zedge.net Brian Siegel (346) 396-8696 brian@haydenir.com https://investor.zedge.net/ Company contact: Investor relations contact: 12

© 2026 Zedge, Inc. Appendix Michael Jonas Executive Chairman, former Interim CEO of Zedge, Inc. Former EVP of Genie Energy. Howard Jonas Vice-Chairman of Zedge, Inc., Chairman and Founder of IDT Corp., Chairman of Genie Energy, Chairman of IDW Media Holdings, and Executive Chairman of Rafael Holdings, Inc. Mark Ghermezian Serial entrepreneur and successful investor with 20+ years of experience in founding, building, and investing in early-stage SaaS startups. At m]x[v Capital, Mark is proud to be a mentor to his founders and entrepreneurs, offering his experience and expertise to help their companies find the same success. Elliot Gibber President & CEO of Deb El Food Products, a leader in the egg products business in the US and worldwide. Mr. Gibber was Chairman of the United Egg Association. He is an active investor in real estate, high tech and medical technologies. Paul Packer Founded Globis Capital Advisors LLC, an investment advisory, in 2001. Globis invests in startups, micro- and small-cap companies with a focus on hi-tech. Mr. Packer was Chairman of The United States Commission for the Preservation of America's Heritage Abroad. Gregory Suess Founding partner of Activist Artists Management, LLC ('Activist.co'), a full-service management and consulting company. Prior to Activist, Mr. Suess co-founded ROAR, which was one of Hollywood's leading entertainment management companies while under his leadership. Board of Directors Insider-led ~$7.7M investment completed $6.5M of the financing was associated with Howard Jonas participation. Alongside Elliot Gibber and another current Zedge stockholder $500M IDT Entertainment sale to Starz $3.2B StraightPath sale to Verizon Capital and ownership aligned behind the strategy 13

© 2026 Zedge, Inc. Appendix * Numbers may not add due to rounding Trended Financial Information* Appendix $ in millions except EPS · Financial results, 1 of 2 Metric Q125 Q225 Q325 Q425 Q126 Q226 Q326 FY24 FY25 YTD FY26 Total Revenue $7.2 $7.0 $7.8 $7.5 $7.6 $8.3 $8.0 $30.1 $29.4 $23.9 Advertising Revenue $4.9 $4.7 $5.6 $5.2 $5.2 $5.6 $5.4 $21.0 $20.3 $16.1 Digital Goods and Services Revenue $0.6 $0.6 $0.5 $0.5 $0.5 $0.5 $0.5 $3.5 $2.2 $1.5 Subscription Revenue $1.2 $1.2 $1.3 $1.4 $1.5 $1.6 $1.7 $4.3 $5.1 $4.8 Other Revenue $0.5 $0.4 $0.4 $0.4 $0.5 $0.5 $0.5 $1.2 $1.8 $1.4 GAAP Operating Income (Loss) ($0.5) ($2.2) $0.2 ($0.7) $0.9 ($2.9) $1.1 ($11.8) ($3.2) ($0.9) GAAP Net Income (Loss) ($0.3) ($1.7) $0.2 ($0.6) $0.8 ($2.3) $0.9 ($9.2) ($2.4) ($0.6) GAAP Diluted EPS (Loss per share) ($0.02) ($0.12) $0.01 ($0.04) $0.06 ($0.18) $0.07 ($0.65) ($0.17) ($0.05) Non GAAP Net Income (Loss) ($0.0) ($0.2) $0.9 $0.1 $0.9 $0.8 $1.0 $1.8 $0.7 $2.6 Non-GAAP Diluted EPS (Loss per share) ($0.00) ($0.01) $0.06 $0.00 $0.07 $0.06 $0.07 $0.13 $0.05 $0.20 Cash Flow from Operations $1.2 $0.7 $0.9 $0.7 $0.8 $0.9 $1.2 $5.9 $3.4 $2.9 Free Cash Flow $1.0 $0.6 $0.8 $0.5 $0.6 $0.8 $1.2 $4.7 $2.9 $2.6 Adjusted EBITDA $0.3 ($0.1) $1.2 $0.3 $1.2 $1.1 $1.3 $4.7 $1.8 $3.6 Adjusted EBITDA Margin 4.0% (1.1%) 16.1% 4.1% 15.6% 13.9% 15.8% 15.6% 6.0% 15.1% * Numbers may not add due to rounding 14

© 2026 Zedge, Inc. Appendix Trended Financial Information* Appendix Users in millions, subscriptions in thousands, $ in millions except ARPMAU · Operating metrics, 2 of 2 Metric Q125 Q225 Q325 Q425 Q126 Q226 Q326 FY24 FY25 YTD FY26 MAU 25.0 24.7 22.1 23.2 22.2 20.4 19.6 nm nm nm Well-developed Markets 5.5 5.6 5.2 5.4 4.9 4.8 4.3 nm nm nm Emerging Markets 19.5 19.1 16.9 17.8 17.3 15.6 15.3 nm nm nm Active Subscriptions (in 000s) 698 791 896 984 1,075 1,175 1,260 nm nm nm ARPMAU $0.077 $0.078 $0.099 $0.093 $0.099 $0.115 $0.119 nm nm nm Zedge Premium – GTV $0.68 $0.68 $0.61 $0.64 $0.66 $0.79 $0.72 $2.15 $2.62 $2.16 Shares Repurchased 0.22 0.24 0.22 0.64 0.24 0.01 0.08 0.21 1.32 0.33 15

© 2026 Zedge, Inc. Reconciliation of Non-GAAP Financial Metrics Appendix $ in millions · Free Cash Flow = Cash Flow from Operations less Capital Expenditures Free Cash Flow Calculation Q125 Q225 Q325 Q425 Q126 Q226 Q326 FY24 FY25 YTD FY26 Cash Flow from Operations $1.2 $0.7 $0.9 $0.7 $0.8 $0.9 $1.2 $5.9 $3.4 $2.9 Capital Expenditures $0.2 $0.1 $0.1 $0.2 $0.2 $0.1 $0.0 $1.2 $0.5 $0.3 Free Cash Flow $1.0 $0.6 $0.8 $0.5 $0.6 $0.8 $1.2 $4.7 $2.9 $2.6 * Numbers may not add due to rounding 16

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Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

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Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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Data Type:

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