Zedge corrects Chartwell's warrant allocation

Warrants become exercisable only after required stockholder approval and the applicable March 2027 date.

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Form Type

8-K/A

Rhea-AI Filing Summary

Zedge, Inc. (ZDGE) completed a private placement on September 25, 2026, issuing 2,616,447 shares of Class B common stock and warrants to purchase 2,354,803 shares for aggregate gross proceeds of $7,675,000.

With Zedge’s consent, effective September 23, 2026, Howard Jonas, the company’s Vice Chairman, assigned his Purchase Agreement rights and obligations to Chartwell Holding LLC. Chartwell assumed his $6,500,000 payment obligation and right to receive 2,218,430 shares and warrants for 1,996,587 shares. Jonas and his wife are Chartwell’s sole beneficiaries, and Zedge states Jonas is deemed to beneficially own securities held by Chartwell. The amendment corrects Chartwell’s warrant allocation from 1,996,857 shares reported previously. Warrants issued to Chartwell and Elliott Gibber, a board member, have a $3.22 per-share exercise price; the remaining purchaser’s warrants have a $3.28 per-share exercise price, each subject to adjustment. Warrants become exercisable on the later of required stockholder approval and March 11, 2027, for Gibber, or March 25, 2027, for Chartwell and the remaining purchaser. Zedge said it intends to use the capital to accelerate DataSeeds.AI’s growth and broaden its capabilities.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate gross proceeds: $7,675,000 Class B common shares issued: 2,616,447 shares Shares underlying warrants issued: 2,354,803 shares +5 more

8 metrics

Aggregate gross proceeds $7,675,000 Private placement completed September 25, 2026

Class B common shares issued 2,616,447 shares Aggregate private placement issuance

Shares underlying warrants issued 2,354,803 shares Aggregate private placement issuance

Chartwell investment $6,500,000 Chartwell Holding LLC’s private placement investment

Class B shares allocated to Chartwell 2,218,430 shares Chartwell Holding LLC’s allocation

Shares underlying Chartwell warrants 1,996,587 shares Corrected allocation to Chartwell Holding LLC

Warrant exercise price $3.22 per share Warrants issued to Chartwell and Elliott Gibber

Warrant exercise price $3.28 per share Warrants issued to the remaining purchaser

Key Terms

private placement, Warrants, Section 4(a)(2), Rule 506(b)

4 terms

private placement financial

"completed the private placement contemplated by the Purchase Agreement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Warrants financial

"warrants to purchase an aggregate of 2,354,803 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Section 4(a)(2) regulatory

"exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) regulatory

"Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did ZDGE raise in its private placement?

ZDGE’s private placement generated aggregate gross proceeds of $7,675,000. Zedge issued 2,616,447 shares of Class B common stock and warrants to purchase 2,354,803 shares. The placement closed on September 25, 2026.

What approval is required before ZDGE’s warrants can be exercised?

ZDGE warrants become exercisable on the later of the required stockholder approval under NYSE American rules for issuing the warrants and underlying Class B shares, and the applicable date: March 11, 2027 for Elliott Gibber or March 25, 2027 for Chartwell and the remaining purchaser.

What does Zedge plan to do with the private placement proceeds?

Zedge said it intends to use the additional capital to accelerate DataSeeds.AI’s growth and broaden its capabilities while continuing to support opportunities across its existing businesses. The company also described a goal of building DataSeeds into a core business by expanding its team, capabilities, and reach across the AI data value chain.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Available on EDGAR 09/30/2026 - 06:39 AM Accepted by SEC EDGAR 09/30/2026 - 06:38 AM

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.

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).

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

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).

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

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 PRESS RELEASE DATED SEPTEMBER 30, 2026 7.8 KB