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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 19, 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, Jonathan Reich ceased to serve as
Chief Executive Officer of the Company effective as of September 30, 2026, and, effective October 1, 2026, Mr. Reich commenced service
as President and Chief Operating Officer of the Company.
The Company entered into an
employment agreement with Mr. Reich, effective as of October 1, 2026 (the “Employment Agreement”), providing for: (i) a term
of three (3) years, commencing October 1, 2026 and ending September 30, 2029; (ii) an annual base salary of $390,000, effective as of
August 1, 2026, and an increase in annual base salary of $15,000 on each July 31 during the term; (iii) an annual performance bonus of
not less than $124,313 for each fiscal year beginning with fiscal year 2026; (iv) separation pay under the terms and conditions set forth
in the Employment Agreement, of up to two (2) years of base salary, plus a prorated portion of his minimum annual bonus for the fiscal
year in which his employment terminates, depending on the circumstances of the termination of his employment, including termination by
the Company with and without Cause, resignation by Mr. Reich with and without Good Reason, and his death or Disability (as each such term
is defined in the Employment Agreement); (v) full acceleration of the vesting of the equity award described below in the event that his
employment is terminated by the Company without Cause or he resigns for Good Reason; and (vi) an award under the Company’s 2026
Equity Incentive Plan, to be granted within 150 days following October 1, 2026, consisting of a combination of restricted stock and deferred
stock units representing, in the aggregate, 100,000 shares of the Company’s Class B common stock, par value $0.01 per share, one-twelfth
(1/12) of which will vest on the date of grant and the remainder of which will vest in eleven (11) substantially equal quarterly installments,
such that the award will be fully vested on October 1, 2029.
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 October 14, 2026, between Zedge, Inc. and Jonathan Reich |
| 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 19, 2026
EXHIBIT INDEX
| Exhibit No. |
|
Document |
| 10.1† |
|
Employment Agreement, dated as of October 14, 2026, between Zedge, Inc. and Jonathan Reich |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Management contract or compensatory plan or arrangement. |
