Zedge, Inc 8-K/A, filed Sep 30, 2026
Zedge, Inc. (ZDGE)
About this 8-K/A
Zedge, Inc filed this 8-K/A on September 30, 2026, reporting on events of September 8, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
Effective September 23, 2026, with the consent of the Company, Mr. Jonas assigned all of his rights and obligations as a purchaser under the Purchase Agreement to Chartwell Holding LLC (“Chartwell”), and Chartwell assumed Mr. Jonas’s obligation to pay $6,500,000 and his right to receive 2,218,430 shares of the Company’s Class B common stock, par value $0.01 per share (the “Class B Common Stock”), and warrants to purchase 1,996,587 shares (and not 1,996,857 shares as set forth in the Initial Report) of Class B Common Stock. Mr. Jonas and his wife are the sole beneficiaries of Chartwell, and Mr. Jonas is deemed to beneficially own the securities held by Chartwell.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On September 25, 2026, the Company completed the private placement contemplated by the Purchase Agreement. At the closings thereunder, the Company issued an aggregate of 2,616,447 shares of Class B Common Stock and warrants to purchase an aggregate of 2,354,803 shares of Class B Common Stock (the “Warrants”) for aggregate gross proceeds of $7,675,000.
The Warrants issued to Chartwell and Mr. Gibber have an exercise price of $3.22 per share, and the Warrants issued to the remaining purchaser have an exercise price of $3.28 per share, in each case subject to adjustment as set forth in the Warrants. The Warrants become exercisable on the later of: (i) the date of receipt of the requisite stockholder approval under NYSE American rules for issuance of the Warrants and the shares of Class B Common Stock issuable upon exercise of the Warrants; and (ii) March 11, 2027 (for Mr. Gibber) or March 25, 2027 (for Chartwell and the remaining purchaser).
The shares of Class B Common Stock and Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. No placement agent or underwriting commissions were paid in connection with the private placement.
The foregoing summaries are qualified in their entirety by reference to the Purchase Agreement and form of Warrant, filed as Exhibits 10.1 and 4.1 to the Initial Report, respectively, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release announcing the completion of the private placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 10, 2026). | |
| 99.1 | Press release dated September 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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. | ||
| Date: September 30, 2026 | ||
| By: | /s/ Jonathan Reich | |
| Name: | Jonathan Reich | |
| Title: | Chief Executive Officer | |
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Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 10, 2026). | |
| 99.1 | Press release dated September 30, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Exhibit 99.1
Zedge Completes $7.7 Million Private Placement Led by Vice Chairman Howard Jonas
New York, NY – Sep. 30, 2026: Zedge, Inc. (NYSE AMERICAN: ZDGE), $ZDGE, a company that builds and operates creator communities serving 20 million monthly active users, today announced the completion of its previously announced private placement, generating aggregate gross proceeds of $7.675 million.
As previously announced, Zedge intends to use the additional capital to accelerate the growth of DataSeeds.AI and broaden its capabilities while maintaining the Company’s financial flexibility and continuing to support opportunities across its existing businesses. Zedge’s goal is to build DataSeeds into a core business by expanding its team, capabilities and reach across the AI data value chain.
The Company issued an aggregate of 2,616,447 shares of Class B common stock and warrants to purchase an aggregate of 2,354,803 shares of Class B common stock.
The investment was led by Vice Chairman Howard Jonas through Chartwell Holding LLC, an entity of which Mr. Jonas and his wife are the sole beneficiaries. Chartwell invested $6.5 million and received 2,218,430 shares of Class B common stock and warrants to purchase 1,996,587 shares. Board member Elliott Gibber and another Company stockholder also participated in the private placement.
The warrants issued to Chartwell and Mr. Gibber have an exercise price of $3.22 per share, while the warrants issued to the remaining purchaser have an exercise price of $3.28 per share. The warrants become exercisable only following both receipt of the requisite stockholder approval under NYSE American rules and the applicable six-month period following issuance.
No placement agent or underwriting commissions were paid in connection with the private placement.
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
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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