UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K/A

 

☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

for the Fiscal Year Ended July 31, 2020

 

or

 

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number: 1-37782

 

Zedge, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   26-3199071
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
   
1178 Broadway, 3rd Floor #1450, New York, NY   10001
(Address of Principal Executive Offices)   (Zip Code)

 

(330) 577-3424

(Registrant’s Telephone Number, Including Area Code)

 

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

 

Securities registered pursuant to Section 12(g) of the Act:

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐   No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the adjusted closing price on January 31, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $1.70 per share, as reported on the New York Stock Exchange, was approximately $11.0 million.

 

As of December 7, 2020, the registrant had outstanding 524,775 shares of Class A common stock and 11,947,512 shares of Class B common stock.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held January 11, 2021, is incorporated by reference into Part III of this Form 10-K to the extent described therein.

 

 

 

 

 

 

ZEDGE, INC.

 

Explanatory Note

 

Zedge, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s annual report on Form 10-K for the year ended July 31, 2020 (the “Form 10-K”), filed with the Securities and Exchange Commission on October 28, 2020 (the “Original Filing Date”), solely to furnish Exhibit 4.2 to the Form 10-K in accordance with Item 601(b)(4) of Regulation S-K. Exhibit 4.2 provides a description of each class of securities of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934.

 

No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this Report:

 

  1. Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
     
    Consolidated Financial Statements covered by Report of Independent Registered Public Accounting Firm

 

  2. Financial Statement Schedule.
     
    All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable.

 

  3. Exhibits. Exhibit Numbers 10.1, 10.6, 10.7, 10.8 and 10.9 are management contracts or compensatory plans or arrangements.
     
    The exhibits listed in paragraph (b) of this item are filed, furnished, or incorporated by reference as part of this Form 10-K.
     
    Certain of the agreements filed as exhibits to this Form 10-K contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

 

  may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

 

  may apply standards of materiality that differ from those of a reasonable investor; and

 

  were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

(b) Exhibits.

 

Exhibit
Number
  Description of Exhibits
     
3.1(1)   Third Amended and Restated Certificate of Incorporation of Zedge, Inc.
     
3.2(2)   Second Amended and Restated By-Laws of Zedge, Inc.
     
4.2*   Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
     
10.1(3)   2016 Stock Option and Incentive Plan, as Amended and Restated
     
10.2(1)   Transition Services Agreement
     
10.3(1)   Tax Separation Agreement
     
10.4(4)   Google Services Agreement between Zedge, Inc. and Google, Inc., dated June 18, 2014
     
10.5(4)   Marketplace for Premier Publishers Agreement between Zedge, Inc. and MoPub, Inc., dated February 20, 2013
     
10.6(5)   Zedge Holdings, Inc. 2008 Omnibus Stock Incentive Plan, as amended and restated on November 1, 2011
     
10.7(1)   Form of ISO Stock Option Agreement
     
10.8(1)   Form of Nonqualified Stock Option Agreement
     
10.9(1)   Form of Restricted Stock Agreement
     
21.01(6)   Subsidiaries of the Registrant
     
23.01(6)   Consent of Mayer Hoffman McCann CPAs, The New York Practice of Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm

 

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31.01(6)   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.02(6)   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.01(6)   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.02(6)   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS(6)   XBRL Instance Document
     
101.SCH(6)   XBRL Taxonomy Extension Schema Document
     
101.CAL(6)   XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF(6)   XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB(6)   XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE(6)   XBRL Taxonomy Extension Presentation Linkbase Document

 

* filed herewith.

 

(1) Incorporated by reference to Form 10-12G/A, filed June 1, 2016.

 

(2) Incorporated by reference to Form 10-K, filed October 28, 2019

 

(3) Incorporated by reference to the Schedule 14A, filed November 21, 2019.

 

(4) Incorporated by reference to Form 10-12G/A, filed April 25, 2016.

 

(5) Incorporated by reference to Form 10-12G/A, filed May 20, 2016.
   
(6) Incorporated by reference to Form 10-K, filed October 28, 2020

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ZEDGE, INC.
     
  By: /s/ Jonathan Reich
    Jonathan Reich
    Chief Executive Officer

 

Date: December 9, 2020

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature   Titles   Date
         
/s/ Jonathan Reich   Chief Executive Officer   December 9, 2020 
Jonathan Reich   (Principal Executive Officer)    
         
/s/ Yi Tsai   Chief Financial Officer   December 9, 2020
Yi Tsai   (Principal Financial Officer and Principal    
    Accounting Officer)    
         
 /s/ Michael Jonas   Director   December 9, 2020
Michael Jonas        
         
/s/ Howard S. Jonas   Director   December 9, 2020
Howard S. Jonas        
         
/s/ Mark Ghermezian   Director   December 9, 2020
Mark Ghermezian        
         
/s/ Elliot Gibber   Director   December 9, 2020
Elliot Gibber        
         
/s/ Paul Packer   Director   December 9, 2020
Paul Packer        
         
/s/ Gregory Suess   Director   December 9, 2020
Gregory Suess        

 

 

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