Zedge, Inc 8-K, filed Apr 1, 2020
Zedge, Inc. (ZDGE)
About this 8-K
Zedge, Inc filed this 8-K on April 1, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): April 1, 2020
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.) |
| 22 Cortlandt Street (11th Floor), New York, NY | 10007 | |
| (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(s) | Name of each exchange on which registered | ||
| Class B common stock, par value $.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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
(d) On March 16, 2020, the Registrant’s Board of Directors voted to increase the size of the Board of Directors from four to five members and elected Paul Packer, age 48, as a director, effective April 1, 2020, to serve until the next annual meeting of the Registrant’s stockholders. Mr. Packer was also appointed to serve on the Audit Committee, Compensation Committee and Corporate Governance Committee of the Board of Directors, and as Chairman of the Audit Committee.
There are no arrangements or understandings between Mr. Packer and any other person pursuant to which Mr. Packer was elected as a member of the Board of Directors. Mr. Packer has not entered into any related person transactions with the Registrant that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Packer will be entitled to receive non-employee director compensation in accordance with the Registrant’s policy on director compensation.
A copy of the press release relating to the above events is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No | Document | |
| 99.1 | Press Release of the Registrant, dated April 1, 2020 |
1
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/ Jonathan Reich | |
| Name: | Jonathan Reich | |
| Title: | Chief Financial Officer | |
Dated: April 1, 2020
2
EXHIBIT INDEX
| Exhibit Number | Document | |
| 99.1 | Press Release of the Registrant, dated April 1, 2020 |
3
Exhibit 99.1
Zedge Announces New Appointment To Board Of Directors
Paul Packer, Founder of Globis Capital Advisors LLC, to head Audit Committee
New York, NY – April 1, 2020: Zedge, Inc. (NYSE AMERICAN: ZDGE) announced today that Paul Packer, founder of Globis Capital Advisors LLC, has joined the company’s Board of Directors and its Audit Committee, effective April 1, 2020. Mr. Packer will chair the Audit Committee. This appointment brings Zedge’s total board membership to 5.
“We are excited in welcoming Paul to our Board of Directors. He brings decades of experience in helping microcap companies scale their business and unlock shareholder value,” said Michael Jonas, Zedge’s chairman. “Paul joins Zedge at an exciting time as the company is working to establish itself as a force across new verticals and extend its reach beyond its leadership position in the world of mobile phone personalization. We look forward to benefitting from his wealth of knowledge as we strive to continue growing the company.”
Paul Packer founded Globis Capital Advisors LLC, an investment advisory firm, in 2001. Globis invests in startups, micro- and small-cap companies with a focus on hi-tech. Paul was appointed and designated as Chairman of The United States Commission for the Preservation of America’s Heritage Abroad by President Donald J. Trump in 2017 and reappointed in 2019. Paul also serves as a director on the board of Elementor Ltd., a privately held company that offers an intuitive, front-end site builder for WordPress. He served as a director on the board of Wakingapp Ltd. prior to its sale to Scope AR in 2019 and on the board of Penguin Digital before it was acquired by Shutterfly.
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.
About Zedge
Zedge offers a state-of-the-art digital publishing platform that powers our consumer-facing app availing users with a host of digital content – wallpapers, video wallpapers, ringtones, and stickers. We are evolving by developing new apps run on top of our publishing platform and generally focus on the entertainment vertical. Our creators are amateur and professional artists as well as new and major brands who can easily launch a virtual storefront in Zedge where they can market and sell their content to our user base. Our app has been downloaded more than 420 million times, has more than 34 million monthly active users and has consistently been ranked as one of the most popular free apps in Google Play in the US.
Contact:
Jonathan Reich
ir@zedge.net