8-K

Zedge, Inc. (ZDGE)

8-K 2026-01-15 For: 2026-01-14
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934


Date of Report (Date of earliest event reported):January 14, 2026


Zedge, Inc.

(Exact name of registrant as specified in itscharter)

Delaware 1-37782 26-3199071
(State or other jurisdiction ofincorporation) (Commission File Number) (IRS Employer Identification No.)
1178 Broadway , Ste. 1450 (3^rd^ Floor)<br><br> <br>New York, NY 10001
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(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 sincelast 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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.07. Submission of Matters to a Voteof Security Holders

(a) Zedge, Inc.’s (the “Company”) Annual Meeting of Stockholders was held on January 14, 2026 (the “Meeting”). Stockholders voted on the matters set forth below.

(b) (1) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the election of each of the Board of Directors nominees named in the Proxy Statement prepared and distributed by the Company in connection with the Meeting.

The nominees for election to the Board of Directors were each elected, each for a one-year term, based upon the following votes:

Nominee Votes For Votes Against Abstentions Broker Non-Vote % Votes For
Mark Ghermezian 1,922,694 95,534 813 351,083 81.12
Elliot Gibber 1,941,747 76,380 914 351,083 81.93
Howard Jonas 1,919,251 99,050 740 351,083 80.98
Michael Jonas 1,941,362 76,939 740 351,083 81.91
Paul Packer 1,941,820 76,383 838 351,083 81.93
Gregory Suess 2,016,584 1,641 816 351,083 85.08

(2) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2026.

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions Broker Non-Vote % Votes For
2,358,969 2,128 9,027 0 99.53

(3) A majority of the votes present or represented at the Meeting by the holders of shares entitled to vote on the following matter were voted in connection with the approval of an amendment to the Company’s 2016 Stock Option and Incentive Plan (the “Plan”) that would, among other things, increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 150,000.

The number of votes cast with respect to this matter was as follows:

Votes For Votes Against Abstentions Broker Non-Vote % Votes For
1,843,155 175,000 886 351,083 77.77

Item 7.01. Regulation FD Disclosure

On January 14, 2026, the Company announced that its Board of Directors has declared a quarterly cash dividend of $0.016 per share. The dividend is payable on or about February 10, 2026 to stockholders of record as of January 30, 2026.

The Company is furnishing the information contained in this Current Report, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC.

Item 8.01. Other Items


The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Document
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 Executive Officer

Dated: January 15, 2026

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EXHIBIT INDEX

Exhibit No. Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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