Zedge raises $7.7M in private share offering

Zedge, Inc. reports a $7.675 million Rule 506(b) private offering of equity and warrants, with warrants exercisable only after stockholder approval and a six‑month waiting period.

Rhea-AI Filing Summary

Zedge, Inc. (ZDGE) filed a new Form D notice for a private securities offering under Rule 506(b) of Regulation D. The company reports a total amount sold of $7,675,000, with no remaining amount to be sold. This total includes $7,675,000 for shares and accompanying warrants, and excludes a separate $7,591,979 in warrant exercise price. Of the amount sold, $7,025,000 was committed but unfunded at the time of filing. The securities include equity, options or warrants, and the securities issuable upon exercise of those warrants. The warrants are not exercisable until stockholder approval and 6 months after closing. No finders’ fees are reported, and the first sale occurred on September 8, 2026.

Key Figures

Total amount sold: $7,675,000 Total remaining to be sold: $0 Shares and accompanying warrants: $7,675,000 +3 more

6 metrics

Total amount sold $7,675,000 Aggregate amount sold in the exempt offering

Total remaining to be sold $0 Remaining securities in the offering

Shares and accompanying warrants $7,675,000 Portion of total amount sold attributable to shares and warrants

Warrant exercise price excluded $7,591,979 Exercise price for warrants not included in amount sold

Committed but unfunded at filing $7,025,000 Portion of amount sold that was committed but not yet funded

Date of first sale September 8, 2026 Initial sale date for securities in this offering

Key Terms

Form D, Rule 506(b, warrant exercise price, covered securities, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

Rule 506(b regulatory

"Federal Exemption(s) and Exclusion(s) Claimed ... Rule 506(b)"

warrant exercise price financial

"exclude $7,591,979 warrant exercise price"

covered securities regulatory

"If the securities that are the subject of this Form D are "covered securities""

Regulation D exemption regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

FAQ

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

What securities is Zedge, Inc. (ZDGE) offering in this Form D filing?

Zedge, Inc. is offering equity securities, warrants or other rights to acquire another security, and the securities issuable upon exercise of those warrants in a private offering under Rule 506(b) of Regulation D.

How much has Zedge, Inc. (ZDGE) sold in its private offering?

Zedge, Inc. reports a total amount sold of $7,675,000 in this private offering. This figure includes $7,675,000 for shares and accompanying warrants and excludes $7,591,979 of warrant exercise price.

Does Zedge, Inc. (ZDGE) have any remaining securities to sell in this offering?

No. Zedge, Inc. reports $0 as the total remaining amount to be sold, indicating the entire $7,675,000 offering amount has been allocated, including amounts committed but unfunded at the time of filing.

When did the first sale occur in Zedge, Inc.’s (ZDGE) private offering?

The first sale in Zedge, Inc.’s private offering occurred on September 8, 2026, as disclosed in the Form D, which is filed as a new notice for this exempt offering.

What are the exercisability conditions for Zedge, Inc. (ZDGE) warrants in this offering?

The filing states the warrants are not exercisable until stockholder approval is obtained and 6 months after closing have passed. The separate $7,591,979 warrant exercise price is excluded from the reported amount sold.

Did Zedge, Inc. (ZDGE) pay any finders’ fees in this Form D offering?

No. Zedge, Inc. discloses $0 in finders’ fees for this offering, indicating that no compensation of that type was incurred in connection with the exempt securities sale.

What exemption does Zedge, Inc. (ZDGE) rely on for this securities offering?

Zedge, Inc. relies on Rule 506(b) under Regulation D as the federal exemption for this private offering, as indicated in the section on federal exemptions and exclusions claimed.

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

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Available on EDGAR 09/18/2026 - 07:15 AM Accepted by SEC EDGAR 09/18/2026 - 07:14 AM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001667313

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Zedge, Inc.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Zedge, Inc.
Street Address 1		Street Address 2
1178 BROADWAY		STE. 1450 (3RD FLOOR)
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10001	(330) 577-3424

3. Related Persons

Last Name	First Name	Middle Name
Reich	Jonathan
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tsai	Yi
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jonas	Michael	C.
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Jonas	Howard
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ghermezian	Mark
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gibber	Elliot
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Packer	Paul
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Suess	Gregory
Street Address 1	Street Address 2
c/o Zedge, Inc. 1178 Broadway	Ste. 1450 (3rd Floor)
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10001

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-09-08				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$7,675,000	USD	or Indefinite
Total Amount Sold	$7,675,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Amounts include $7,675,000 for shares and accompanying warrants; exclude $7,591,979 warrant exercise price. Amount Sold includes $7,025,000 committed but unfunded at filing. Warrants not exercisable until stockholder approval and 6 months post-closing.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Zedge, Inc.	/s/ Jonathan Reich	Jonathan Reich	Chief Executive Officer	2026-09-17

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.