Business Context and Reporting Period
This Form 8-K Current Report is filed by Zedge, Inc. (NYSE American: ZDGE) on August 24, 2026. The filing primarily addresses significant changes in executive leadership and a proposed capital raise.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance and proposed financing terms.
Material Changes
- Executive Leadership Transition: The Board appointed Morris Berger as Chief Executive Officer, effective October 1, 2026. Jonathan Reich will cease serving as CEO on September 30, 2026, and transition to the role of President and Chief Operating Officer.
- Compensation Arrangements:
- Morris Berger (New CEO): Proposed annual base salary of $450,000, a $50,000 signing bonus, and stock options equal to 3% of issued and outstanding shares vesting over five years.
- Jonathan Reich (New President/COO): Proposed annual compensation at current levels with minimum $15,000 annual increases, and 100,000 deferred stock units vesting over three years.
- Proposed Private Placement: The Company announced a proposed private placement of Class B common stock and warrants to accredited investors. This transaction is subject to negotiation and definitive documentation.
Guidance, Outlook, and Risks
Management Commentary: The transition of Jonathan Reich is not the result of any disagreement regarding operations, policies, or practices. The Company intends to enter into definitive employment agreements for both executives, though execution is not guaranteed.
Risks and Contingencies:
- There is no assurance that definitive employment agreements will be executed on the described terms.
- The proposed private placement remains subject to negotiation; there is no assurance the placement will be completed.
- The securities in the proposed private placement are unregistered and may not be offered or sold in the United States absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the execution of definitive employment agreements for Morris Berger and Jonathan Reich.
- Confirm the terms and completion status of the proposed private placement of stock and warrants.
- Monitor the effective date of the leadership transition (October 1, 2026).
- Review the impact of the 3% option grant to the new CEO on existing shareholder dilution once the grant is finalized.