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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):
August 24, 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.
Appointment of Chief Executive Officer.
On August 24, 2026, the Board
of Directors (the “Board”) of Zedge, Inc. (the “Company”) resolved to appoint Morris Berger as Chief Executive
Officer of the Company, effective October 1, 2026.
Mr. Berger, age 67, has served
as Chief Executive Officer of Zeno Media, a global streaming audio and advertising technology company, for the last 15 years. Earlier
in his career, Mr. Berger served as CEO of IDT Entertainment. Mr. Berger received a B.A. from Bar Ilan University of Israel.
There are no family relationships
between Mr. Berger and any executive officer or director of the Company and no related person transactions to which Mr. Berger is a party.
In connection with his appointment, the Company intends to enter into
an employment agreement with Mr. Berger providing for: (i) an initial term of three (3) years; (ii) an annual base salary of $450,000;
(iii) a one-time $50,000 cash signing bonus, payable $25,000 on his start date and $25,000 on the first anniversary thereof; (iv) severance
of one year under the terms and conditions to be set forth in the agreement; and (v) an award under the Company’s 2026 Equity Incentive
Plan (the “Plan”) consisting of 10-year options to purchase that number of shares of the Company’s Class B common stock,
par value $0.01 per share, as shall equal to 3% of the Company’s issued and outstanding shares at the time of the grant, with an
exercise price equal to the market value at the time of grant, which will vest quarterly over a period of five (5) years. The Board shall
amend the Plan prior to the start date to provide for the grant of options
Transition of Jonathan Reich.
In connection with the appointment
described above, Jonathan Reich will cease to serve as Chief Executive Officer of the Company (and will cease to serve as the Company’s
principal executive officer), effective as of September 30, 2026. Mr. Reich’s transition from the office of Chief Executive Officer
is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Effective October 1, 2026,
Mr. Reich will serve as President and Chief Operating Officer of the Company. Mr. Reich, age 60, has served as Chief Executive Officer
of the Company since August, 2020.
There are no family relationships
between Mr. Reich and any director or executive officer of the Company, and there are no arrangements or understandings between Mr. Reich
and any other person pursuant to which he was selected as an officer.
In
connection with his new role, the Company and Mr. Reich intend to enter into an employment agreement, providing for: (i)
an initial term of three (3) years; (ii) annual compensation at his current level with annual increases in base salary of not less than
$15,000; (iii) severance of up to two years under the terms and conditions to be set forth in the agreement; and (v) an award under the
Plan of 100,000 deferred stock units representing the right to receive 100,000 shares of the Company’s Class B common stock which
will vest quarterly over a period of three (3) years.
The employment and compensation
terms described above remain subject to the negotiation and execution of definitive documentation. There can be no assurance that any
definitive agreements will be executed on the terms described above or at all. The Company will file a Current Report on Form 8-K, or
an amendment to this Current Report on Form 8-K, disclosing the material terms of any such agreement, and filing the agreement, promptly
following its execution.
Item 7.01. Regulation FD Disclosure.
On August 31, 2026, the Company
issued a press release announcing the chief executive officer transition described in Item 5.02 of this Current Report on Form 8-K and
certain other matters, including the terms of a proposed private placement of the Company’s Class B common stock and warrants to
purchase Class B common stock to a limited number of accredited investors. A copy of the press release is furnished as Exhibit 99.1 hereto.
The proposed private placement
described in the press release remains subject to the negotiation and execution of definitive documentation, and there can be no assurance
that the Company will enter into definitive agreements with respect to the sale of stock or that the placement will be completed on the
terms described or at all. The securities described in the press release have not been registered, and the Company does not currently
intend to register such securities, under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from
such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer
to buy, any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The information in this Item
7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall
it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Document |
| |
|
|
| 99.1 |
|
Press Release, dated August 31, 2026 (furnished herewith) |
| 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/ Yi Tsai |
| |
Name: |
Yi Tsai |
| |
Title: |
Chief Financial Officer |
Dated: August 31, 2026
EXHIBIT INDEX
| Exhibit No. |
|
Document |
| |
|
|
| 99.1 |
|
Press Release, dated August 31, 2026 (furnished herewith) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit
99.1
Zedge
Accelerates DataSeeds.AI Strategy with $7.5 Million Insider
Investment and Appointment of Morris Berger as CEO
Vice
Chairman Howard Jonas to materially increase investment and become more actively involved in supporting DataSeeds growth
Morris
Berger, current CEO of Zeno Media and former CEO of IDT Entertainment, to join Zedge as CEO effective October 1
Company’s
goal is to accelerate DataSeeds.AI’s growth and build it into a core business
New
York, NY – August 31, 2026: Zedge, Inc. (NYSE AMERICAN: ZDGE), $ZDGE, a company that
builds and operates creator communities serving 20 million monthly active users, today announced a significant expansion of its
DataSeeds.AI (“DataSeeds”) strategy, supported by an approximately $7.5 million direct investment led by Vice Chairman Howard
Jonas and the appointment of Morris Berger as Chief Executive Officer effective October 1, 2026. The Company’s goal is to accelerate
DataSeeds’ growth and build it into a core business by expanding its team, capabilities and reach across the AI data value chain.
Howard
Jonas, Vice Chairman of Zedge, commented:
“Jonathan
and the team identified the opportunity in AI data, built DataSeeds around assets and capabilities already inside Zedge and got the business
off the ground, establishing early commercial validation. What they have built, combined with the opportunity they see to expand DataSeeds
into additional parts of the AI data workflow, has materially increased my conviction in the opportunity in front of Zedge and led me
to become more actively involved.
“Morris
and I have worked together before, so I know his ability to build businesses, recruit talented people and teams and execute. I intend
to work closely with Mishi, Morris, Jonathan and the team as we build out DataSeeds and pursue the broader opportunity in front of us.
My increased investment reflects my confidence in what we can build.”
Michael
“Mishi” Jonas, Chairman of Zedge, added:
“AI models are only as good as the data used to train and improve
them. As these models become more sophisticated and move into more real-world applications, their data requirements are becoming larger,
more specialized and more complex. DataSeeds is already building capabilities around custom data collection, production, compliance and
quality control, and I believe that gives Zedge an opportunity to address several important parts of that workflow and make DataSeeds
a meaningful growth driver.
AI’s
Growing Need for Specialized Data
AI
developers increasingly require larger, recurring volumes of data to train, fine-tune, and evaluate models. As AI continues to expand
into computer vision, autonomous systems and robotics, demand is increasing for specialized image, video, audio and other multimodal
data.
Grand
View Research estimates that the global AI training dataset market will grow from approximately $3.9 billion in 2026 to $16.3 billion
by 2033, representing a 22.6% compound annual growth rate. It estimates that image and video data represented roughly 42% of the market
in 2025, making it the largest category.
DataSeeds
was built to address demand for high-quality, rights-cleared data that can be created and delivered to specific customer requirements.
In fiscal 2026, DataSeeds fulfilled its first six-figure order for an existing customer, a leading global technology company whose products
are widely used by creative professionals and enterprises.
How
DataSeeds Is Expanding
The
business initially leveraged Zedge’s creator communities and content assets and has since evolved toward managed data creation
based on customer specifications. Depending on the requirements of a project, DataSeeds can source and create content through multiple
channels, including Zedge’s creator communities, mission-focused mobile applications and websites built around individual customer
briefs, and the DataSeeds Production Cloud. The mission-focused applications guide contributors through specific collection requirements
while integrating onboarding, documentation and consent, contributor engagement and payments into the workflow.
For
projects requiring professional production capabilities, the DataSeeds Production Cloud provides access to a managed network of photographers,
videographers, graphic artists and other production partners. This gives DataSeeds specialized production capabilities without requiring
it to own the underlying infrastructure.
DataSeeds
has also developed technology around the production process, including metadata enrichment, compliance validation and specification-driven
quality assurance from the initial customer brief through final delivery. This helps ensure the data meets precise technical, legal and
formatting requirements.
Zedge is now evaluating opportunities to expand DataSeeds into additional
parts of the AI data workflow, including model evaluations and specialized multimodal datasets. For example, DataSeeds recently signed
its first deal for model evaluations. Another area under evaluation is egocentric data, including narrated and annotated first-person
video that can help train AI systems to understand human actions, objects and interactions with physical environments.
The
Company believes these expanded capabilities can move DataSeeds further up the value chain, from supplying training data to providing
a broader range of data services to AI developers and enterprises deploying AI.
Morris
Berger to Become Chief Executive Officer
Berger
will become Chief Executive Officer of Zedge effective October 1, 2026. He currently serves as CEO of Zeno Media, a global streaming
audio and advertising technology company.
Earlier
in his career, Berger was named CEO of IDT Entertainment when the business was formed in 2003. Under Berger and the broader IDT leadership
team, IDT Entertainment grew from a startup into a vertically integrated global entertainment company with production, distribution and
licensing operations. Liberty Media acquired IDT Entertainment in 2006 and combined it with Starz Entertainment Group in a transaction
valued at approximately $500 million.
Berger
also identified Zedge as a target for IDT’s initial investment, and he served as CEO of Zedge early in the Company’s history,
when Zedge was a substantially smaller, web-based business controlled by IDT.
Berger
commented:
“DataSeeds
is operating in a market that is moving quickly and where customer requirements are becoming more complex. The opportunity now is to
build the team, customer relationships and technical capabilities needed to scale DataSeeds into a much larger business.
“The
Zedge team, led by Mishi and Jonathan, has built a strong foundation for DataSeeds. We have a large creator community, experience building
technology that can mobilize users at scale, the DataSeeds Production Cloud and a growing understanding of what sophisticated AI customers
need. I look forward to working with Mishi, Howard, Jonathan and the team to build on that foundation.”
Jonathan
Reich will continue serving as Zedge’s CEO through September 30, 2026, and will transition to President and Chief Operating Officer
following Berger’s appointment as CEO on October 1, 2026. Reich has led the development and launch of DataSeeds, the creation of
Zedge’s product innovation strategy and the continued growth and evolution of the Zedge Marketplace.
Reich
commented:
“We
started DataSeeds by asking how assets and capabilities already inside Zedge could address a growing need among AI companies. As we have
executed projects and spent more time with customers and others across the AI ecosystem, our view of the opportunity has expanded considerably.
“The
additional capital and Morris’ experience give us the ability to build faster on the foundation we have established. I look forward
to continuing to work with Morris, Mishi, Howard and the team as we expand DataSeeds while continuing to invest in and grow the businesses
that helped create this opportunity.”
Capital
to Accelerate Growth
The
approximately $7.5 million direct investment will be led by Howard Jonas, who is expected to materially increase his ownership in Zedge,
with participation from Board Member Elliott Gibber and another Company insider. The investment, which is expected to close within 10
days of the announcement, will be structured as follows:
| ● | Purchase
price: the higher of the closing price of Zedge’s Class B common stock on the trading
day immediately preceding the announcement and the closing price on the trading day immediately
preceding funding |
| ● | Warrant
term: five years |
| ● | Warrant
Exercise price: 110% of the purchase price |
| ● | Exercisability:
warrants will not be exercisable until both stockholder approval has been obtained and six
months have elapsed from issuance |
| ● | Trading:
the warrants will not be listed for trading |
The
Company will not pay investment banking or placement agent fees in connection with the investment and expects transaction costs to be
minimal.
Use
of Proceeds: The additional capital is intended to accelerate DataSeeds’ growth and broaden its capabilities while maintaining
Zedge’s financial flexibility and continuing to support opportunities across its existing businesses. Planned areas of investment
include recruiting experienced industry talent, expanding technology and infrastructure and acquiring or licensing specialized datasets
where appropriate. Zedge may also evaluate selective acquisitions or acqui-hires that can add capabilities, expertise or industry relationships.
The
Company intends to continue paying its quarterly cash dividend. In connection with the investment, Zedge has suspended purchases under
its existing share repurchase program, and will consider resuming buyback activity when circumstances warrant.
Zedge’s
Existing Businesses Remain Core to the Strategy
Zedge
Marketplace will remain a core business and profit and cash flow generator. In the third quarter of fiscal 2026, Zedge generated $1.2
million of free cash flow, up 55% year over year, and ended the quarter with $19.7 million of cash and no debt. The Company expects cash
generated by its existing businesses to continue funding DataSeeds, its product innovation program and other capital allocation priorities.
Zedge’s
existing businesses already contribute directly to DataSeeds. Its creator communities provide contributors for custom data production,
while the Company’s experience in mobile applications, onboarding, user engagement, payments and managing large creator communities
has been incorporated into the DataSeeds operating model. GuruShots helped provide the initial foundation for DataSeeds through its photography
community and content assets.
Zedge
also plans to continue its product innovation strategy, which is designed to identify, test and scale new consumer products using a disciplined,
KPI based development framework. New products are being developed with the expectation that, in addition to creating standalone value,
they can also expand the communities, content or capabilities available to DataSeeds.
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
