Zedge, Inc. 10-K/A

10-K/A 1 f10k2020a1_zedgeinc.htm AMENDMENT NO. 1 TO FORM 10-K 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. 1 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* D escription 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 2 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 3 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 4