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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):
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.
On September 8 and 10, 2026, Zedge, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Howard Jonas, the Company's Vice Chairman, and
Elliot Gibber, a member of the Company’s Board of Directors, and another current Company stockholder (collectively, the “Purchasers”).
Under the Purchase Agreement, the Company agreed to sell to the Purchasers, and each Purchaser agreed to purchase a portion of, an aggregate
of 2,616,447shares (the “Shares”) of the Company’s Class B common stock, par value $0.01 per share (the “Class
B Common Stock”), and warrants (the “Warrants”) to purchase an aggregate of 2,354,803 shares of Class B Common Stock
(the “Warrant Shares”), for aggregate proceeds of $7,675,000. The purchase price for the Shares is either $2.98 or $2.93 per
Share (equal to the closing price for the Class B Common Stock on the NYSE American trading day immediately preceding the date that the
respective Purchaser executed the Purchase Agreement, with accompanying Warrant coverage of 90%.
Under the Purchase Agreement, Mr. Jonas agreed to invest $6,500,000
for 2,218,430 Shares and Warrants to purchase 1,996,857 Warrant Shares; Mr. Gibber agreed to invest $650,000 for 221,843 Shares and Warrants
to purchase 199,659 Warrant Shares; and the remaining Purchaser agreed to invest $525,000 for 176,174 Shares and Warrants to purchase
158,557 Warrant Shares. Mr. Jonas is the father of Michael Jonas, the Company’s Executive Chairman and Chairman of the Board.
The Purchase Agreement requires closing by each Purchaser within fifteen
(15) days after execution by such Purchaser, subject to satisfaction or waiver of customary closing conditions.
The Warrants have an exercise price equal to 110% of the Purchaser’s
applicable purchase price per Share ($3.22 or $3.28 per Warrant Share), subject to adjustment, and expire on the fifth (5th)
anniversary of the initial exercise date. The Warrants may not be exercised prior to the later of: (i) the date which is six (6) months
after the closing of the Purchase Agreement with the applicable Purchaser; and (ii) receipt of the requisite stockholder approval under
NYSE American rules for issuance of the Warrants and the Warrant Shares (“Stockholder Approval”). The Company has agreed to
use reasonable best efforts to submit a proposal for Stockholder Approval at its next annual or special stockholder meeting and solicit
proxies therefor. Each Purchaser has agreed not to vote his or its Class B Common Stock on that proposal. Stockholder Approval is not
a condition to the closing under the Purchase Agreement.
The Warrants require cash exercise, prohibit sale, transfer or assignment,
and will not be listed for trading.
The Purchase Agreement relates to the private placement described in
the Company's Current Report on Form 8-K furnished on August 31, 2026
The Company did not engage a placement agent or underwriter in connection
with the private placement and paid no underwriting discounts or commissions.
None of the Shares, Warrants or Warrant Shares have been, or are expected
to be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws.
It is anticipated that the Shares, Warrants, and the Warrant Shares will be issued in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.
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 hereto, respectively, and incorporated herein by reference.
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. Each Purchaser represented that it is an accredited investor and is acquiring the securities
for investment, and the Company has not engaged in general solicitation or general advertising in connection with the offering. The securities
may not be offered or sold absent registration or an applicable exemption from the registration requirements. The Company has no contractual
obligation to register the securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Document |
| 4.1 |
|
Form of Class B Common Stock Purchase Warrant. |
| 10.1 |
|
Securities Purchase Agreement by and among Zedge, Inc. and the purchasers party thereto. |
| 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.
| |
By: |
/s/ Jonathan Reich |
| |
Name: |
Jonathan Reich |
| |
Title: |
Chief Executive Officer |
Dated: September 10, 2026
Exhibits.
| Exhibit No. |
|
Document |
| 4.1 |
|
Form of Class B Common Stock Purchase Warrant. |
| 10.1 |
|
Securities Purchase Agreement, by and among Zedge, Inc. and the purchasers party thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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