What changed in this filing

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Item 1. Business

2023-10-30 compared with 2022-11-14 · 337 added, 306 removed, 96 unchanged (87% of the section changed)

builds digital marketplaces and friendly competitive games around content that people use to express themselves.

Our leading products

include Zedge Ringtones and Wallpapers, a freemium digital content marketplace offering mobile phone wallpapers, video wallpapers, ringtones,

and notification sounds which historically was branded as Zedge Premium, and GuruShots, a skill-based photo challenge game.

is to connect creators who enjoy friendly competitions with a community of prospective consumers in order to drive commerce.

are part of the ‘Creator Economy,’ where over 1 billion people create and share their content across social platforms, mobile,

and video games, and content marketplaces.

Within this group of individuals, over 200 million identify as creators, people who use their

influence, skill, and creativity to amass an audience and monetize it.

Furthermore, approximately 12% of full-time creators earn more

than $50,000 per year, and 10% of influencers earn more than $100,000 per year.

We view the Creator Economy as an untapped opportunity

for Zedge to expand its business, especially as we execute by connecting our gamers with our marketplace.

Zedge Ringtones and Wallpapers app (which is named “Zedge Wallpapers” in the App Store), which we refer to as our “Zedge

App,” is a marketplace offering a wide array of mobile personalization content including wallpapers, video wallpapers, ringtones,

and notification sounds, and is available both in Google Play and the App Store.

As of July 31, 2022, our Zedge App has been installed

nearly 569 million times since inception and, over the past two years, has had between 32.0 and 36.3 million monthly active users (“MAU”).

MAU is a key performance indicator (“KPI”) that captures the number of unique users that used our Zedge App during the final

30 days of the relevant period.

Our platform allows creators to upload content to our marketplace and avail it to our users either for

free or for a price, via ‘Zedge Premium.’ In turn, our users utilize the content to personalize their phones and express

their individuality.

fiscal 2022 we introduced several new customer facing product features including ‘NFTs Made Easy’ and social and community

features, all meant to improve customer engagement, MAU, and revenue growth over the long term.

In addition, due to developments outside

of our control, we migrated to a new ad mediation platform - Applovin MAX -, which monopolized internal resources and delayed the completion

of other product initiatives we had planned for in fiscal 2022.

Applovin paid us a one-time $2 million integration bonus and their performance

has been on-par or better than our prior platform.

Following the transition, work resumed on the delayed development and most have been

rolled out as of September 30, 2022.

Zedge App’s monetization stack consists of advertising revenue generated when users view advertisements when using the Zedge App

or surfing our website, the in-app sale of Zedge Credits, our virtual currency, that is used to purchase Zedge Premium content, and a

paid-subscription offering that provides an ad-free experience to users that purchase a monthly or annual subscription.

As of July 31,

2022, we had 692,000 active paying subscribers.

late 2021 we introduced NFT functionality to a limited number of Zedge Premium creators via ‘NFTs Made Easy’.

believe this product enhancement has the potential to drive significant artist growth and revenue production.

‘NFTs Made Easy’

is an eco-friendly platform that enables artists and consumers to sell and purchase NFTs within the Zedge App even though they may lack

deep knowledge and proficiency in the crypto space.

All transactions are made using Zedge Credits.

April 2022, we acquired GuruShots Ltd (“GuruShots”) a recognized category leader focused on gamifying the photography vertical.

GuruShots offers a platform spanning iOS, Android, and the web that provides a fun, educational and structured way for amateur photographers

to compete in a wide variety of contests showcasing their photos while gaining recognition with votes, badges, and awards.

that the total addressable market of amateur photographers using their smartphones to take and publicly share artistic photos is 30-40

million people per month and that the market is still in its infancy.

Every month, GuruShots stages more than 300 competitions that result

in players uploading in excess of 1 million photographs and casting close to 4.5+ billion “perceived votes,” which are calculated

by multiplying the number of votes that each player casts by a weighting factor based on various factors related to that user.

engagement, GuruShots has adopted a set of retention dynamics focused on individual, team and community dynamics that create a sense

of belonging, inspiration, recognition, improvement, and competition.

GuruShots utilizes a ‘Free-to-Play’ business model that leads to strong monetization with the purchase of resources that

are used to give paying players an edge while still maintaining a fair and competitive experience for all participants.

Over the past

six years, the monthly average paying player spend has increased in excess of 14% annually to more than $55 per player.

we look to the future, we are advancing several initiatives that we expect will drive user growth, increase engagement, drive in-app

purchases, and advance our in-game economy.

Some of these include:

Company Overview

Zedge builds digital marketplaces and friendly

competitive games around content that people use to express themselves.

Our leading products include Zedge Ringtones and Wallpapers,

a freemium digital content marketplace offering mobile phone wallpapers, video wallpapers, ringtones, and notification sounds as well

as pAInt, a generative AI wallpaper maker, GuruShots, a skill-based photo challenge game, and Emojipedia, the #1 trusted source for ‘all

things emoji’.

Our vision is to enable and connect creators who enjoy friendly competitions with a community of prospective consumers

in order to drive commerce.

We are part of the ‘Creator Economy,’

where over 1 billion people create and share their content across social platforms, mobile, and video games, and content marketplaces.

According to Linktree, over 200 million identify as creators, people who use their influence, skill, and creativity to amass an audience

and monetize it.

Furthermore, TechCrunch reports that 12% of full-time creators earn more than $50,000 per year, while Influencer Hub

reports 10% of influencers earn more than $100,000 per year.

We view the Creator Economy as an opportunity for Zedge to expand its business,

especially as we execute by connecting our gamers with our marketplace.

The Zedge Ringtones and Wallpapers app (which

is named “Zedge Wallpapers” in the App Store), which we refer to as our “Zedge App,” offers a wide array of mobile

personalization content including wallpapers, video wallpapers, ringtones, and notification sounds, and is available both in Google Play

and the App Store.

As of July 31, 2023, our Zedge App has been installed nearly 621 million times since inception and, over the past two

fiscal years, has had between 30.8 and 36.3 million monthly active users (“MAU”).

MAU is a key performance indicator (“KPI”)

that captures the number of unique users that used our Zedge App during the final 30 days of the relevant period.

Our platform allows

creators to upload content to our marketplace and avail it to our users either for free or for a price, via ‘Zedge Premium,’

the section of our marketplace where we offer premium content (i.e., for purchase).

In turn, our users utilize the content to personalize

their phones and express their individuality.

In fiscal 2023, we introduced pAInt, a generative

AI wallpaper maker in the Zedge App.

A generative AI wallpaper maker is an implementation of artificial intelligence software that can

create images from text descriptions.

To interface with a generative AI image maker, a user enters a text description of the image they

want to create, and the software generates an image based on that description.

In addition, we upgraded Zedge+, our paid subscription

offering by bundling together an ad-free experience with value adds making the offering more compelling.

In fiscal 2022 we introduced several new customer

facing product features and social and community features, all meant to improve customer engagement, MAU, and revenue growth over the

The Zedge Marketplace’s monetization stack

consists of advertising revenue generated when users view advertisements when using the Zedge App (and the related functionality under

the zedge.net website), the in-app (or web-based) sale of Zedge Credits, our virtual currency, that is used to purchase Zedge Premium

content, and a paid-subscription offering that provides an ad-free experience to users that purchase a monthly or annual subscription.

In April 2023, we introduced a subscription tier in the iOS version of the app.

As of July 31, 2023, we had 638,000 active paying subscribers.

In late 2021 we introduced NFT functionality

to a limited number of Zedge Premium creators via ‘NFTs Made Easy’.

All NFT Made Easy transactions are made using Zedge Credits.

We often refer to our freemium ringtones and

wallpapers, our subscription offering, the functionality for creators to market their products and ancillary offering and features, both

in our Zedge App and website as our Zedge Marketplace.

In April 2022, we acquired GuruShots Ltd (“GuruShots”)

a recognized category leader focused on gamifying the photography vertical.

GuruShots offers a platform spanning iOS, Android, and the

web that provides a fun, educational and structured way for amateur photographers to compete in a wide variety of contests showcasing

their photos while gaining recognition with votes, badges, and awards.

We estimate that the total addressable market of amateur photographers

using their smartphones to take and publicly share artistic photos is 30-40 million people per month and that the market is still in

Every month, GuruShots stages more than 300 competitions that result in players uploading in excess of 750,000 thousand

photographs and casting close to 4 billion “perceived votes,” which are calculated by multiplying the number of votes that

each player casts by a weighting factor based on various factors related to that user.

To improve engagement, GuruShots has adopted a

set of retention dynamics focused on individual, team and community dynamics that create a sense of belonging, inspiration, recognition,

improvement, and competition.

Today, GuruShots utilizes a ‘Free-to-Play’

business model that leads to strong monetization with the purchase of resources that are used to give paying players an edge while still

maintaining a fair and competitive experience for all participants.

Over the past seven years, the monthly average paying player spend

has increased in excess of 11.6% annually to more than $51.3 per player.

As we look to the future, we are advancing several

initiatives that we expect will drive user growth, increase engagement, drive in-app purchases, and advance our in-game economy.

of these include:

Gameplay Experiences .

Introducing a new hybrid-casual gameplay experience that enables

users to compete in short-duration photo and image competitions that are limited in size.

● On-Boarding .

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small audience taking place in a short time duration.

● Subscriptions .

Introducing value-adds that we can bundle into a subscription.

For example, we started testing

a feed of short and engaging instructional videos that offer players techniques for improving

their photographs.

If users engage with this content, we expect to bundle it into a paid

subscription.

Evolving the game economy by maturing the game’s progression mechanics and features,

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in the future.

We market GuruShots to prospective players, primarily via paid user

acquisition channels, and utilize a host of creative formats including static and video ads in order to promote the game.

Our marketing

team invests material resources in analyzing all attributes of a campaign ranging from the creative assets, offer acquisition channel,

and platform (i.e., iOS, Android, and web), just to name a few, with the goal of determining whether a specific campaign is likely to

yield a profitable customer.

When we unearth a successful combination of these variables we scale up until we experience diminishing returns.

Ultimately, we believe that the efforts we are making to advance the product coupled with the investment in user acquisition can significantly

increase GuruShots’ player base.

our commitment to growing both the Zedge App and GuruShots on a standalone basis, we believe that there are many potential synergies

that we can capitalize on that exist between the two businesses.

Specifically, we plan to enable the ability for GuruShots players to

become Zedge Premium artists and sell their photos to our audience of 30+ million MAU as standard digital images or NFTs.

we look to benefit from the experience that the GuruShots team possesses and test gamifying the Zedge App.

We believe that successful

gamification can contribute to increasing engagement, retention, and lifetime value, all critical KPIs for our business.

we believe that there are complementary content verticals that lend themselves to gamification.

August 2021, we acquired Emojipedia Pty Ltd (“Emojipedia”), the world’s leading authority dedicated to providing up-to-date

and well-researched emoji definitions, information, and news as well as World Emoji Day and the annual World Emoji Awards, and Emojitracker,

which provides real time visualization of all emoji symbols used on Twitter.

Emojipedia receives approximately 46.4 million monthly page

views and has approximately 7.6 million monthly active users of which approximately 45.19% are located in well-developed markets.

is the top resource for all things emoji, offering insights into data and cultural trends.

As a voting member of the Unicode Consortium,

the standards body responsible for approving new emojis, Emojipedia works alongside major emoji creators including Apple, Google, Facebook,

believe that Emojipedia provides growth potential to the Zedge App, and it was immediately accretive to earnings.

In the past year, we

have made many changes to Emojipedia including migrating to a new ad mediation platform, redesigning the Emojipedia website, and introducing

localized versions of Emojipedia in Spanish, French, German, Italian, and Portuguese.

We will continue to enhance this offering and are

exploring new features including a native mobile offering as well as additional monetization opportunities.

vision is to connect creators who enjoy friendly competitions with a community of prospective consumers in order to drive commerce.

Strategic Flywheel

long-term strategy calls for creating a flywheel that leverages the synergies of a “gaming and marketplace” dynamic across

our portfolio, engaging communities of consumers with content that can function on a multitude of online and mobile platforms including

social networks, messaging, and gaming.

This is unlike the existing dynamic that many gaming platforms offer to players, who can create

and sell virtual goods that are valuable only within the context of that particular ecosystem.

Although the foundation of our strategy

is currently centered around the Zedge App and GuruShots, over time we expect to expand into other content verticals that have relevance

We market GuruShots to prospective players, primarily

via paid user acquisition channels, and utilize a host of creative formats including static and video ads in order to promote the game.

Our marketing team invests material resources in analyzing all attributes of a campaign ranging from the creative assets, offer acquisition

channel, and platform (i.e., iOS, Android, and web), just to name a few, with the goal of determining whether a specific campaign is

likely to yield a profitable customer.

When we unearth a successful combination of these variables we scale up until we experience diminishing

Ultimately, we believe that the efforts we are making to advance the product coupled with the investment in user acquisition

can significantly increase GuruShots’ player base.

Beyond our commitment to growing both the Zedge

App and GuruShots on a standalone basis, we believe that there are many potential synergies that we can capitalize on that exist between

the two businesses.

Specifically, we plan to enable the ability for GuruShots players to become Zedge Premium artists and sell their

photos to our audience of 30+ million MAU as standard digital images or NFTs.

In addition, we look to benefit from the experience that

the GuruShots team possesses and test gamifying the Zedge App.

We believe that successful gamification can contribute to increasing engagement,

retention, and lifetime value, all critical KPIs for our business.

Longer term, we believe that there are complementary content verticals

that lend themselves to gamification.

In August 2021, we acquired Emojipedia Pty Ltd

(“Emojipedia”), the world’s leading authority dedicated to providing up-to-date and well-researched emoji definitions,

information, and news, as well as World Emoji Day and the annual World Emoji Awards.

In July 2023, Emojipedia received approximately

45 million monthly page views and has approximately 9.7 million monthly active users as of July 31, 2023 of which approximately 50.3%

are located in well-developed markets.

It is the top resource for all things emoji, offering insights into data and cultural trends.

As a member of the Unicode Consortium, the standards body responsible for approving new emojis, Emojipedia works alongside major emoji

creators including Apple, Google, Meta, and X, formerly known as Twitter.

We believe that Emojipedia provides growth potential

to the Zedge App, and it was immediately accretive to earnings.

In the past year, we have made many changes to Emojipedia including migrating

to a new ad mediation platform, redesigning the Emojipedia website, and introducing localized versions of Emojipedia in Spanish, French,

German, Italian, and Portuguese.

We will continue to enhance this offering and are exploring new features including a native mobile offering

as well as additional monetization opportunities.

Our vision is to provide tools that enable easy

and high-quality digital content creation, connect the creators together with friendly competitions and expose the content to communities

of prospective consumers in order to drive commerce.

Our Strategic Flywheel

Our long-term strategy calls for creating a flywheel

that leverages the synergies of content creation, gaming and marketplaces by empowering consumers with easy-to-use content creation utilities

whose output can be used to engage across a multitude of online and mobile platforms including social networks, messaging, and gaming

as well as for commerce purposes.

This is unlike the existing dynamic that many gaming platforms offer to players, who can create and

sell virtual goods that are valuable only within the context of that particular ecosystem.

Although the foundation of our strategy is

currently centered around the Zedge Marketplace and GuruShots, over time we expect to expand into other content verticals that have relevance

beyond gameplay.

our current products as an example, GuruShots is a skill-based game that attracts creators (mainly, amateur photographers) with friendly

photo competitions in which they compete to gain recognition and pedigree.

We believe that adding the ability to sell their content to

the Zedge App’s 30+ million MAU is an attractive benefit that enables players not only to have fun, but also to earn money while

This dual purpose will likely improve user growth, engagement, retention, and monetization while simultaneously expanding our

relevance to a broader community interested in high-quality photographs.

If our assumptions are correct, we will have a flywheel that

drives the aforementioned KPIs while also enabling us to expand into new verticals (through internal development or acquisition), gamify

them, and add new content to our marketplace.

this strategy calls for concentrating our efforts on the following goals:

Using our current products as an example, GuruShots

is a skill-based game that attracts creators (mainly, amateur photographers) with friendly photo competitions in which they compete to

gain recognition and pedigree.

We believe that adding the ability to sell their content to Zedge Marketplace’s 30+ million MAU

is an attractive benefit that enables players not only to have fun, but also to earn money while doing so.

This dual purpose will likely

improve user growth, engagement, retention, and monetization while simultaneously expanding our relevance to a broader community interested

in high-quality photographs.

If our strategy is correct, we will have a flywheel that drives the aforementioned KPIs while also enabling

us to expand into new verticals (through internal development or acquisition), gamify them, and add new content to our marketplace.

Executing this strategy calls for concentrating

our efforts on the following goals:

growing our user base, profitably .

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our user base profitably by:

our users’ needs and enhancing our products to meet those needs;

and offering new features and services that are attractive to both new and existing users;

in paid user acquisition campaigns that yield profitable customers, based on empirical data

and focused, primarily, on well-developed markets;

our reach by collaborating with strategic partners.

studying our users’ needs and enhancing our products to meet

developing and offering new features and services that are attractive

to both new and existing users;

○ investing in paid user acquisition

campaigns that yield profitable customers, based on empirical data and focused, primarily, on well-developed markets;

expanding our reach by collaborating with strategic partners.

monetization .

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our suite of products to this customer base.

product and technology investment in and across our product suite .

We plan to make continued,

selected investments in product feature sets and functionality in order to both maintain

our existing user base and attract new users.

In addition, we envision applying our product

expertise to verticals that we currently do not have in our portfolio, as well as gamifying

the Zedge App.

to invest in product and technology investment in and across our product suite .

to make continued, selected investments in product feature sets and functionality in order

to both maintain our existing user base and attract new users.

In addition, we envision applying

our product expertise to verticals that we currently do not have in our portfolio.

example, we are in the midst of a soft launch of a new mobile game, AI Art Master, which

enables players to create generative AI images and compete in themed based competitions with

these images, as well as gamifying the Zedge App.

utilize data to improve user acquisition and customer engagement .

We plan to better utilize

data to scale profitable user acquisition and improve the use of our product through personalized

recommendations and content feeds, enhanced search and content discovery, and optimized pricing.

our marketplace into a best-of-breed platform for artists and creators .

Our goal is to

build our marketplace into one that artists view as prioritizing their needs and addressing

all aspects of their marketing and revenue generation goals including, but not limited to,

ease in managing their virtual storefront, promotion, education, reporting, and distribution.

our marketing efforts for our Zedge App .

Historically, we haven’t invested materially

in marketing initiatives for our Zedge App.

Going forward, we envision the need to better

promote our Zedge App and to amplify our Zedge App’s value proposition to artists and

individual creators.

We envisage these creators and influencers and brands self-promoting

their availability on our Zedge App in order to extend their reach, generate incremental

income and drive more end-user traffic to our platform.

Furthermore, we also plan to scale

up paid user acquisition focusing on users that we believe can yield profitable customers,

and also continue to invest in app store optimization, search, marketing automation, social

marketing, and community management in order to retain and expand our Zedge App’s customer

our revenue stack .

Historically, the majority of our revenue has been derived from advertising.

We plan to diversify our revenue by developing a subscription offer and introducing advertising

into GuruShots.

Furthermore, we expect to further our NFT offering, opening up the potential

for trading revenue as well as revisiting print on demand, particularly with GuruShots’

player’s content.

We also have a set of product initiatives specific to Emojipedia

that will enable new revenue streams from this asset.

● Selectively

pursue strategic investments, partnerships, and acquisitions .

On a selective basis, we

will look to invest in, partner with, or purchase entities that can provide synergistic growth

opportunities for our Zedge App and otherwise.

For example, in April 2022 we acquired GuruShots

and in August 2021 we acquired Emojipedia.

Each of these acquisitions offers new growth opportunities

both on a stand-alone basis as well as on an integrated and synergistic basis that we believe

can impact our business in a materially positive fashion.

Competitive Advantages

believe that the following competitive strengths will drive the growth of our business:

data to improve the user experience, scale profitable user acquisition and improve the use

of our product through personalized recommendations and content feeds, enhanced search and

content discovery, and optimized pricing.

our marketplace into a compelling platform for artists and creators .

Our goal is to build

our marketplace into one that artists view as prioritizing their needs and addressing all

aspects of their marketing and revenue generation goals including, but not limited to, ease

in managing their virtual storefront, promotion, education, reporting, and distribution.

Increase our marketing efforts .

We plan to build a full-stack

marketing team, increase our paid user acquisition investment, build and/or buy data analytic tools that provide valuable insights

into our marketing initiatives, focus on the evolving field of search engine optimization, and app store optimization.

Diversify our revenue stack .

Historically, the majority of our

revenue has been derived from advertising.

We plan to diversify our revenue by advancing our existing subscription offering as well

as introducing new subscription offers, introducing advertising into GuruShots and evolving our in-app economy.

Furthermore, we expect

to test a print on demand offering.

We also have a set of product initiatives specific to Emojipedia that will enable new revenue

streams from this asset.

Selectively pursue strategic investments, partnerships, and acquisitions .

On a selective basis, we will look to invest in, partner with, or purchase entities that can provide synergistic growth opportunities

for our Zedge Marketplace and otherwise.

For example, in April 2022 we acquired GuruShots and in August 2021 we acquired Emojipedia.

Each of these acquisitions offers new growth opportunities both on a stand-alone basis as well as on an integrated and synergistic

basis that we believe can impact our business in a materially positive fashion.

Our Competitive Advantages

We believe that the following competitive strengths

will drive the growth of our business:

global customer base .

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As of July 31, 2023,

we had approximately 40 million MAU spanning across all of our products, of which approximately

27% were in well-developed markets and 73% were in emerging markets.

Typically, customers

in well-developed markets monetize at a material premium when compared to those in emerging

The Android version of our Zedge App is available in 17 languages and Emojipedia

is available in 19 languages.

We possess a highly diversified portfolio of content and attribute

this in part to our global reach which makes us attractive to creators interested in meeting

various customer tastes and preferences.

In addition, our diverse customer base attracts

advertisers seeking customers that have adequate disposable income to purchase their products

and services.

Our Zedge App’s large customer base is also a draw to artists and brands

looking to market their content to a critical mass of users.

the Zedge App had 30.9 million MAU, of which approximately 22% were in well-developed markets

and 78% were in emerging markets.

Typically, customers in well-developed markets monetize

at a material premium when compared to those in emerging markets.

The Android version of

the Zedge Marketplace App is available in 17 languages and Emojipedia is available in 19

We possess a highly diversified portfolio of content and attribute this in part

to our global reach which makes us attractive to creators interested in meeting various customer

tastes and preferences.

In addition, our diverse customer base attracts advertisers seeking

customers that have adequate disposable income to purchase their products and services.

Zedge Marketplace’s large customer base is also a draw to artists and brands looking

to market their content to a critical mass of users.

global provider of mobile personalization content .

Our Zedge App has a global customer

base of approximately 32 million MAU, enabling users to easily personalize their mobile phones

with a wide variety of free, high-quality ringtones, wallpapers, notification sounds, video

wallpapers, custom app icons (only available for iOS), and NFTs.

We believe that our Zedge

App is well positioned for continued leadership in the personalization space.

The Zedge App has a global customer

base of approximately 30.9 million MAU as of July 31, 2023, enabling users to easily personalize

their mobile phones with a wide variety of free, high-quality ringtones, wallpapers, notification

sounds, video wallpapers, custom app icons (only available for iOS), as well as create bespoke

wallpapers with pAInt, our generative AI wallpaper maker.

We believe that the Zedge Marketplace

is well positioned for continued leadership in the personalization space.

Knowledge of Gaming .

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scarcity, and how to make a game fun, challenging, and fair.

Gaming and a Real-world Activity.

We have years of experience in combining game dynamics

with a real-world activity.

In the case of GuruShots the real-world activity is photography.

Successfully combining these is non-trivial and requires a great deal of expertise and understanding

that the team has acquired over the years.

Experience Combining Gaming and a Real-World Activity.

We have years of experience in

combining game dynamics with a real-world activity.

In the case of GuruShots the real-world

activity is photography.

Successfully combining these is non-trivial and requires a great

deal of expertise and understanding that the team has acquired over the years.

● High-quality

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Our diverse employee base is passionate about our product suite and

its mission to build a tightly coupled ecosystem of “games and marketplaces.”

Our culture is founded on respect and empowerment which are critical in light of us having

offices in four different countries with a hybrid in-person work attendance policy.

to create an environment where our employees can be autonomous and creative.

Our people possess

deep expertise in product design and management, development, marketing, monetization, data

and analytics and operations.

its mission to make our strategy a reality.

Our culture is founded on respect and empowerment

which are critical in light of us having offices in four different countries with a hybrid

in-person work attendance policy.

We strive to create an environment where our employees

can be autonomous and creative.

Our people possess deep expertise in product design and management,

development, marketing, monetization, data and analytics and operations.

We have an experienced management team with longstanding tenure with the company

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and licensed content to meet the needs of our users.

and infrastructure .

Our products are built upon scalable technology and infrastructure

that reliably serves tens of millions of MAU, globally.

We use a combination of off-the-shelf

and proprietary technologies and infrastructure solutions that scale efficiently to meet

the needs of our large customer base.

face competition in all aspects of our business and especially from other digital marketplaces and gaming companies.

In running our business,

we need to account for:

We compete for consumers’ leisure time, attention, and spending versus alternative

forms of entertainment that are available to them as well as against online platforms and

marketplaces that offer utility and content for mobile phone personalization.

and Reliable Technology and infrastructure .

Our products are built upon scalable technology

and infrastructure that reliably serves tens of millions of MAU, globally.

We use a combination

of off-the-shelf and proprietary technologies and infrastructure solutions that scale efficiently

to meet the needs of our large customer base.

We face competition in all aspects of our business

and especially from other digital marketplaces and gaming companies.

In running our business, we need to account for:

We compete for consumers’ leisure time, attention,

and spending versus alternative forms of entertainment that are available to them as well as against online platforms and marketplaces

that offer utility and content for mobile phone personalization.

There are many online platforms that offer content creators an eco-system in

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● Alternative

options and products for mobile personalization and emojis .

There are many other marketplaces

and platforms that offer mobile personalization content, games, and emoji resources, some

of whom are better funded than we are.

We believe that we possess a competitive advantage

because of our:

shop” approach to mobile personalization, which avails customers of ringtones, wallpapers,

notification sounds, and video wallpapers within the same Android app;

options and products for mobile personalization, generative AI image creation, games and

There are many other marketplaces and platforms that offer mobile personalization

content, generative AI creation tools, games, and emoji resources, some of whom are better

funded than we are.

We believe that we possess a competitive advantage because of our:

shop” approach to mobile personalization and creation features, which avails customers

with a wide array of ringtones, wallpapers, notification sounds, and video wallpapers within

the same Android app;

○ flexibility

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The mobile app eco-system changes quickly

and regularly with new apps capturing massive audiences competing for consumer’s time,

and regularly with new apps capturing massive audiences competing for consumers’ time,

mindshare, and money.

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adapt as necessary to remain relevant and meaningful.

2003, Tom Arnoy, Kenneth Sundnes, and Paul Shaw launched a consumer website at www.zedge.net that people used to upload and download

December 2006, IDT Corporation acquired 90% of Zedge.

In 2003, Tom Arnoy, Kenneth Sundnes, and Paul

Shaw launched a consumer website at www.zedge.net that people used to upload and download ringtones.

In December 2006, IDT Corporation acquired 90%

Zedge Holdings, Inc.

was incorporated in Delaware in 2008, and our name was changed

to Zedge, Inc.

2009, we introduced the Android version of our Zedge App.

The Zedge App provided ease of use by negating the need for customers to first

download a ringtone or wallpaper to their computer and then upload that content to their mobile phone.

launched the iOS version of our Zedge App in 2013, followed by the launch of the Windows Mobile Zedge App in 2014.

2014 and 2015, our Zedge App introduced app icons, social sharing features, and marketing automation capabilities, and expanded the number

of languages supported.

2016, IDT Corporation spun off our stock to its stockholders, and our Class B Common Stock was listed on the NYSE American with the ticker

symbol “ZDGE”.

March 2018, we completed the launch of Zedge Premium, a section of our marketplace where artists can launch a virtual store and market,

distribute, and sell their digital content, including wallpapers, video wallpapers, ringtones, and notification sounds to our users.

January 2019, we started offering freemium Zedge App Android users the ability to convert into paying subscribers in exchange for removing

unsolicited advertisements from our Zedge App.

was incorporated in Delaware in 2008, and our name was changed to Zedge, Inc.

In 2009, we introduced the Android version of

our Zedge App.

The Zedge App provided ease of use by negating the need for customers to first download a ringtone or wallpaper to their

computer and then upload that content to their mobile phone.

We launched the iOS version of our Zedge App

in 2013, followed by the launch of the Windows Mobile Zedge App in 2014.

During 2014 and 2015, our Zedge App introduced

app icons, social sharing features, marketing automation capabilities, and expanded the number of languages supported.

In 2016, IDT Corporation spun off our stock to

its stockholders, and our Class B Common Stock was listed on the NYSE American with the ticker symbol “ZDGE”.

In March 2018, we completed the launch of Zedge

Premium, a section of our marketplace where artists can launch a virtual store and market, distribute, and sell their digital content,

including wallpapers, video wallpapers, ringtones, and notification sounds to our users.

In January 2019, we started offering freemium

Zedge App Android users the ability to convert into paying subscribers in exchange for removing unsolicited advertisements from our Zedge

As of July 31, 2023, we had approximately 638,000 active subscribers.

In fiscal 2023,

we expect to launch subscriptions on iOS.

August 2020, Jonathan Reich was promoted to Chief Executive Officer, and Yi Tsai was promoted to Chief Financial Officer.

August 1, 2021, we acquired Emojipedia, the world’s leading authority dedicated to providing up-to-date and well-researched emoji

definitions, information, and news as well as World Emoji Day and the annual World Emoji Awards, and Emojitracker, which provides real

time visualization of all emoji symbols used on Twitter.

December 14, 2021, we launched ‘NFTs Made Easy’ an NFT offering for artists and consumers that provides ease of use and negates

the need for cryptocurrency experience and know-how.

An artist only needs to upload their content as they normally would in the Zedge

Premium Creator’s Portal, check the NFT option, and Zedge handles the rest seamlessly, from minting to gas fees.

Additionally, consumers

can buy the NFTs simply by using Zedge Credits purchased in their local currency.

On April 12, 2022, we acquired GuruShots, a recognized category leader

that fuses photography with mobile gaming.

GuruShots, headquartered in Israel, offers a platform spanning iOS, Android, and the web that

gamifies photography by providing a fun, educational, and structured way for amateur photographers - essentially anyone with a mobile

phone - to compete in a wide variety of contests showcasing their photos while gaining recognition with votes, badges, and awards.

a monthly basis, GuruShots users currently cast close to 4.5 billion “perceived votes” in more than 300 competitions.

currently generates revenue from selling digital resources that, if used skillfully, can provide additional visibility to competitors’

photographs, a critical factor in securing votes for competitive ranking.

eco-system is powered by a scalable distributed platform that is comprised of both open source and proprietary technologies centered

on content management and discovery, web and app development, data mining and analytics, deep learning, mobile content/device compatibility,

advertising, and reporting.

We have built a robust platform that allows us to ideate, test, and launch where warranted by the outcome

and we have embraced machine learning throughout our technology stack in order to improve content recommendations and relevancy.

an end user’s perspective, our platform minimizes response latency while maximizing content relevancy and discoverability.

our platform by utilizing systems, algorithms, and heuristics that organize our content based on real user data and that renders the

content in a relevant fashion.

With GuruShots, we have added open source and proprietary technologies around gamification, including

ranking algorithms that ensure fair exposure to all content in a competition, and real-time voting/ranking functionality at scale.

infrastructure provides a fully redundant production environment in a cloud-hosted, virtual-server environment.

trademarks, copyrights, domain names, proprietary technology, know-how, and other intellectual property are vital to our success.

seek to protect our intellectual property rights by relying on federal, state, and common law rights in the United States and other countries,

as well as contractual restrictions.

We enter into confidentiality and nondisclosure agreements with our employees and business partners.

The agreements we enter into with our employees also provide that all software, inventions, developments, works of authorship, and trade

secrets created by them during the course of their employment are our property.

have been granted trademark protection for “Zedge” in the United States, European Union, United Kingdom, India, and Canada,

“Tonesync” in the European Union and the United Kingdom, “We Make Phones Personal,” and “Zedge, Everything

You” in the United States and a stylized “D” logo in the European Union and the United Kingdom.

We also have applied

for trademark protection for “Tattoo your phone,” and “NFTs Made Easy” in the United States, a stylized “D”

logo in the United States, Canada and India, and have obtained a copyright registration for our flagship app, Zedge.

In addition, we

have registered, amongst others, the following domain names:

In April 2023, we introduced a subscription tier in the iOS

version of the app.

In August 2020, Jonathan Reich was promoted to

Chief Executive Officer, and Yi Tsai was promoted to Chief Financial Officer.

In August 2021, we acquired Emojipedia, the world’s

leading authority dedicated to providing up-to-date and well-researched emoji definitions, information, and news as well as World Emoji

Day and the annual World Emoji Awards.

In December 2021, we introduced NFT functionality

to a limited number of Zedge Premium creators via ‘NFTs Made Easy’.

All NFT Made Easy transactions are made using Zedge Credits.

In April 2022, we acquired GuruShots, a recognized

category leader that fuses photography with mobile gaming.

GuruShots, headquartered in Israel, offers a platform spanning iOS, Android,

and the web that gamifies photography by providing a fun, educational, and structured way for amateur photographers – essentially

anyone with a mobile phone – to compete in a wide variety of contests showcasing their photos while gaining recognition with votes,

badges, and awards.

On a monthly basis, GuruShots users currently cast close to 4 billion “perceived votes” in more than

300 competitions.

GuruShots currently generates revenue from selling digital resources that, if used skillfully, can provide additional

visibility to competitors’ photographs, a critical factor in securing votes for competitive ranking.

In December 2022, we introduced ‘pAInt’

our generative AI wallpaper maker within the Zedge App.

pAInt enables users to create high quality images by typing a brief description

of what they are interested in and tuning with different style types.

In parallel with the introduction of pAInt we also rolled out another

in-app currency used for creating wallpapers.

Our Technology

Our eco-system is powered by a scalable distributed

platform that comprises both open source and proprietary technologies centered on content management and discovery, web and app development,

data science and analytics, deep learning, mobile content/device compatibility, advertising/marketing tech, and reporting.

We have built

a robust platform that allows us to ideate, test, analyze, and launch where warranted by the outcome and we have embraced machine learning,

including AI, throughout our technology stack in order to improve content creation, recommendations and relevancy.

From an end user’s

perspective, our platform minimizes response latency while factoring in cost and focuses on key areas including content creation, relevancy

and discoverability.

We optimize our platform by utilizing systems, algorithms, and heuristics that organize our content based on real

user data and that renders the content in a relevant fashion.

With GuruShots, we have added open source and proprietary technologies

around gamification, including ranking algorithms that ensure fair exposure to all content in a competition, and real-time voting/ranking

functionality at scale, and a personal competition recommendations system based on users’ photos and historical activity.

Our infrastructure

provides a fully redundant production environment in a cloud-hosted, virtual-server environment.

Intellectual Property

Our trademarks, copyrights, domain names, proprietary

technology, know-how, and other intellectual property are vital to our success.

We seek to protect our intellectual property rights by

relying on federal, state, and common law rights in the United States and other countries, as well as contractual restrictions.

into confidentiality and nondisclosure agreements with our employees and business partners.

The agreements we enter into with our employees

also provide that all software, inventions, developments, works of authorship, and trade secrets created by them during the course of

their employment are our property.

We have been granted trademark protection for “Zedge” in

the United States, European Union, United Kingdom, India, and Canada, “We Make Phones Personal,” and “Zedge,

Everything You,” “Tattoo Your Phone,” “Shortz – Chat Stories By Zedge,” and “NFTs Made Easy” in

United States and a stylized “D” logo in the European Union, United Kingdom and United States.

We also have applied for

trademark protection for “AI Art Battles (& Design),” “pAInt,” and “Zedge pAInt” in the United

States, a stylized “D” logo in Canada and India, and have obtained a copyright registration for our flagship app, Zedge.

addition, we have registered, amongst others, the following domain names:

www.zedge.net and www.zedge.com.

August 1, 2021, we acquired Emojipedia.

As part of this acquisition, we acquired trademark registrations for “Emojipedia”

in the United States, the European Union, the United Kingdom, and Australia, and trademark registrations for “World Emoji Day”

in the United States and the United Kingdom.

On August 1, 2021, we acquired Emojipedia.

part of this acquisition, we acquired trademark registrations for “Emojipedia” in the United States, the European Union,

the United Kingdom, and Australia, and trademark registrations for “World Emoji Day” in the United States and the United

We also acquired the following domain name registrations:

www.emojipedia.com and www.emojipedia.org.

April 12, 2022, we acquired GuruShots Ltd.

As part of this acquisition, we acquired, all intellectual property rights associated with,

and encompassed within the GuruShots mobile and web-based applications, including the following domain name:

On April 12, 2022, we acquired GuruShots Ltd.

As part of this acquisition,

we acquired all intellectual property rights associated with, and encompassed within the GuruShots mobile and web-based applications,

including the following domain name:

GuruShots.com.

we have applied for trademark protection for “GuruShots” in the United States, and have filed copyright applications for

the GuruShots mobile and web-based applications.

headcount totaled 93 as of July 31, 2022, including 32 added from the GuruShots acquisition.

a result of the COVID-19 pandemic, we ceased having a physical office in the United States in 2020.

Yet, we still address commercial

operations including accounting and finance, and business development from the New York area.

In 2021, our Norwegian operations moved

into a smaller Trondheim, Norway facility, with approximately 3,800 square feet of space, accommodates our product, design, and technology

teams, and is under lease through March 2024.

In May of 2022, we entered into a one-year sublease agreement for approximately 2,300 square

feet of space for our team in Vilnius, Lithuania.

We lease 1,550 square feet of space in Tel Aviv, Israel that accommodates the GuruShots

In addition, we have obtained trademark registrations for “GuruShots”

in the United States, applied for trademark protection for “GuruShots in Canada, India, the European Union and the United Kingdom,

and have obtained copyright registrations for the GuruShots mobile and web-based applications.

Human Capital

Our headcount totaled 94 as of July 31, 2023,

including 29 added from the GuruShots acquisition.

As a result of the COVID-19 pandemic, we ceased

having a physical office in the United States in 2020.

Yet, we still address commercial operations including accounting and finance, and

business development from the New York area.

In 2021, our Norwegian operations moved into a smaller Trondheim, Norway facility, with approximately

4,900 square feet of space, accommodates our product, design, and technology teams, and is under lease through March 2027.

In May of 2022,

we entered into a one-year sublease agreement for approximately 2,300 square feet of space for our team in Vilnius, Lithuania.

1,600 square feet of space in Tel Aviv, Israel that accommodates the GuruShots team.

That lease is due to expire in October 2024.

Our servers are hosted in leased data centers in different geographic locations in

the United States.

servers are hosted in leased data centers in different geographic locations in the United States.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business