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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 29, 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in the Current Report on Form 8-K filed by
Zedge, Inc. (the “Company”) on August 31, 2026, the Board of Directors of the Company (the “Board”) appointed
Morris Berger as Chief Executive Officer of the Company, effective October 1, 2026. Mr. Berger commenced service as Chief Executive
Officer on October 1, 2026.
On September 29, 2026, the Company entered into an employment agreement
with Mr. Berger (the “Employment Agreement”) providing for: (i) a term of three (3) years, commencing October 1, 2026
(“Start Date”); (ii) an annual base salary of $450,000; (iii) a one-time $25,000 cash signing bonus, payable after his Start
Date, and a one-time $25,000 cash stay bonus, payable following the first anniversary of his Start Date; (iv) severance equal to one year
of base salary under the terms and conditions set forth in the Employment Agreement; (v) full acceleration of the vesting of the options
described below in the event that his employment is terminated by the Company without Cause or he resigns for Good Reason (each as defined
in the Employment Agreement); and (v) an award under the Company’s 2026 Equity Incentive Plan (the “Plan”) consisting
of 10-year options to purchase shares of the Company’s Class B common stock, par value $0.01 per share, representing 3% of the Company’s
issued and outstanding shares of common stock on October 1, 2026, with an exercise price equal to the fair market value of a share on
the date of grant, which will vest in twenty (20) equal quarterly installments over a period of five (5) years, commencing October 1,
2026.
The foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Document |
| 10.1† |
|
Employment Agreement, dated as of September 29, 2026, between Zedge, Inc. and Morris Berger |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Management contract or compensatory plan or arrangement. |
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/ Yi Tsai |
|
| Name: |
Yi Tsai |
|
| Title: |
Chief Financial Officer |
|
| |
|
| Dated: |
October 9, 2026 |
|
EXHIBIT INDEX
|
Exhibit No. |
|
Document |
| 10.1† |
|
Employment Agreement, dated as of September 29, 2026, between Zedge, Inc. and Morris Berger |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Management contract or compensatory plan or arrangement. |
